Section 1 — Confidential Information
"Confidential Information" means (i) all information, in any form, relating to the possible business relationship between the parties and (ii) all information in respect to Discloser's projects and (iii) all information, in any form, made available by the Discloser to the Recipient in the course of discussions regarding, or otherwise in connection with, their possible business relationship (including, without limitation, information concerning the business, operations, finances, assets, prospects, Sources (defined below), products, services or prices of the Discloser). Confidential Information shall not include information after it (i) becomes available to or known by the general public other than as a result of disclosure by the Recipient, (ii) becomes available to the Recipient on a non-confidential basis from a third party that is not in breach of a duty to maintain the confidentiality of such information, (iii) is independently developed by the Recipient without any use whatsoever of Confidential Information, or (iv) is known to the Recipient at the time of disclosure.
Section 2 — Confidentiality
Each Recipient may disclose Confidential Information of the Discloser only to its members, shareholders, partners, managers, directors, officers, employees, agents, representatives, consultants, investors ("Representatives") and counsel, to the limited extent they need to know such information for the purpose of evaluating or pursuing the proposed business relationship and provided that they are bound by a confidentiality agreement covering such Confidential Information and have been informed of the confidentiality obligations of the parties hereunder. Each Recipient and its Representatives and counsel shall maintain in strict confidence, protect and safeguard the Confidential Information of the Discloser, and, except as expressly provided in the preceding sentence, shall not, directly or indirectly, (i) disclose, reveal or make available to any third party any such Confidential Information, (ii) assist or enable any third party to access or use any such Confidential Information, and (iii) use or exploit any such Confidential Information to its or any other person's or entity's enrichment or pecuniary advantage or to derive any economic gain whatsoever or for any other purpose whatsoever.
Section 3 — Required Disclosure
A Recipient may disclose Confidential Information to the extent (and only to the extent) required by applicable law (including by request for information or documents through legal proceedings, subpoena, governmental investigation or any similar process) without liability hereunder, but only if prior to making such disclosure the Discloser has been given written notice of such required disclosure and a reasonable opportunity to seek a protective order or other appropriate assurance that confidential treatment will be accorded.
Section 4 — Confidential Materials
All materials (including, without limitation, electronic media) in which Confidential Information of a Discloser may be contained shall remain the property of such Discloser. Upon the Discloser's written request, the Recipient will promptly deliver to the Discloser all materials in which Confidential Information of the Discloser may be contained.
Section 5 — Non-circumvention
Recipients and their respective Representatives and counsel shall not, directly or indirectly (including, without limitation, by assisting any competitor of the Discloser), (i) contact, solicit, purchase from or sell to, communicate, meet or transact with, or develop or engage in any business relationship with any of the contacts, customers, suppliers, sources, providers or operators of services or facilities, Representatives, strategic partners or any other persons or entities or a member of the selling group in respect of the transaction ("Sources") disclosed to the Recipient by the Discloser or (ii) pursue, negotiate, enter into or consummate any transaction with any such Source or (iii) pursue, negotiate, enter into or consummate any transaction on any property in which either party has provided Confidential Information specific to that property, or has performed any sort of analysis, deal structuring or negotiation on that property, without first obtaining written authorization from the Discloser of said information or provider of said work.
Section 6 — Liability for Representatives and Counsel
Each Recipient shall be responsible for any breach of this Agreement by any of its Representatives or counsel and agrees, at its sole expense, to take all reasonable measures to restrain its Representatives and counsel from prohibited or unauthorized disclosure or use of Confidential Information or other breach of this Agreement.
Section 7 — Remedies
Each of the parties hereby acknowledges that the provisions herein are reasonable and necessary for the protection of the legitimate interests of the Discloser and that, in the event of a breach or threatened breach of any of the provisions of this Agreement, the Discloser would have no adequate remedy at law and would be irreparably harmed.
Section 8 — Disclaimer
Nothing in this Agreement shall imply or create an exclusive relationship between the parties with respect to any possible transaction or business relationship.
Section 9 — Miscellaneous
This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement and the enforcement hereof shall be governed by the laws of Florida. This Agreement will be valid for a period of 24 (twenty-four) months.
