Mutual Non-Disclosure Agreement
Date:________________
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into by and between: Robert Neale, CEO of Ocean Residence ("Disclosing Party") and , of ("Receiving Party"), collectively referred to as the "Parties," with reference to the following:
The Parties wish to explore a potential business transaction relating to the acquisition and development of the Ocean Residence mobile high-yield maritime hospitality platform (the "Transaction"). In connection with this purpose, the Disclosing Party may share proprietary engineering packages, financial models, spatial layouts, and operational frameworks (collectively, "Confidential Information").
Confidential Information includes all design, renderings, technical, financial, operational, and commercial data disclosed orally, visually, or in writing, including but not limited to baseline engineering specifications, RevPAR economic models, trade secret workflows, and structural design blueprints.
- Strict Confidentiality: The Receiving Party shall hold all Confidential Information in strict confidence, using the same degree of care it uses to protect its own confidential information of like nature, but no less than a reasonable standard of care.
- Limited Use: Confidential Information shall be used solely for the purpose of evaluation and negotiating transactions and for no other purpose.
- Restricted Disclosure: Access to Confidential Information shall be restricted strictly to officers, directors, employees, and authorized financial/legal advisors who need to know such information for the evaluation of the Transaction and who are bound by confidentiality obligations at least as restrictive as those herein.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided prompt written notice is given to the Disclosing Party.
- Duration: The confidentiality obligations under this Agreement shall remain in full force and effect for a period of three (3) years from the date of execution.
- Return or Destruction: Upon written request by the Disclosing Party, the Receiving Party shall promptly return or securely destroy all physical and digital documents containing Confidential Information.
This Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction without regard to conflict of law principles. The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages alone would be inadequate, entitling the Disclosing Party to seek injunctive relief.
IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first written above.
For Receiving Party:
For Disclosing Party:
Principal, Ocean Residence
Ocean Residence
8374 Market St, Sarasota, FL 34202
neale@oceanresidence.net
(941) 302-9944
Please complete the NDA, Print, sign and return to: neale@oceanresidence.net A signed agreement will be returned via email to the address supplied in the form.
This information page may be removed from the NDA
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of ________________, 20__ (the "Effective Date") by and between ____________________________________ ("Company") and the undersigned prospective partner, investor, or executive ("Recipient"). Company and Recipient may collectively be referred to as the "Parties" or individually as a "Party."
1. Purpose
The Parties wish to explore a potential business relationship, transaction, or strategic collaboration (the "Purpose"), in connection with which each Party may disclose to the other confidential and proprietary information.
2. Definition of Confidential Information
"Confidential Information" means any proprietary information, technical data, trade secrets, or know-how disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, asset designs, renderings, financial models, valuations, operational concepts, and proprietary technology.
3. Exclusions from Confidentiality
Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without confidentiality restrictions; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.4. Obligations of Confidentiality
The Receiving Party shall: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care it uses for its own confidential information, but in no event less than a reasonable degree of care; (b) not use the Confidential Information for any purpose outside the scope of the Purpose; and (c) not disclose any Confidential Information to any third party, except to its directors, officers, employees, advisors, or representatives who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those herein.
5. Compelled Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permissible, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy.
6. Return or Destruction of Information
Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information, certifying such destruction in writing upon request.
7. No License or Warranty
All Confidential Information is provided "AS IS." Neither Party makes any representation or warranty as to the accuracy or completeness of its Confidential Information. Nothing in this Agreement grants any license, rights, or ownership interest in any intellectual property or patents of either Party.
8. Term and Termination
This Agreement and the obligations concerning confidentiality shall survive for a period of three (3) years from the Effective Date, provided that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Either Party may terminate this Agreement upon written notice, but termination shall not affect obligations regarding information disclosed prior to termination.
9. Miscellaneous
This Agreement constitutes the entire agreement between the Parties regarding its subject matter. It shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any legal action arising under this Agreement shall be resolved exclusively in the state or federal courts located in Florida.
IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.
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COMPANY: Signature Printed Name Title Date |
RECIPIENT: Signature Printed Name / Entity Title Date |