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TERMS OF USE
This Confidentiality and Non-Solicitation Agreement
(Agreement) is made this date, August 28, 2008 by and
between, Redhead Properties, LLC. a Colorado corporation,
with its principal offices located at 10776 Madison
Street, Thornton, CO 80233 (hereinafter referred to
as REDHEAD) and
with its principal office located at
(hereinafter referred to as
). For purposes of this Agreement, the companies shall
also be deemed to include any parties they are affiliated
with or have an ownership in, whether direct employees,
shareholders, consultants, independent agents, contractors,
or public or private companies.
is a company with a proprietary client database, and possesses
the ability and resources to direct and introduce such
clients and customers to REDHEAD for real estate note
and REO portfolios and investment opportunities. REDHEAD
is a company that offers various real estate projects
to potential purchasers and maintains its own proprietary
client database, and the parties intend to memorialize
their business relationship with respect to fees and compensation
for services in a separate agreement.
The purpose of this Agreement is to ensure that REDHEAD
and
maintain the confidentiality of the respective business,
customer and client information provided to each other,
and in that regard the parties agree as follows:
1. Definition of Confidential Information. The parties
understand and agree that, for purposes of this Agreement,
the term “Confidential Information” shall
mean all information, in any format, whether written or
verbal, that a party receives or obtains from the other
(whether received or obtained before or after the date
of this Agreement) and which, in any way, relates to its
business operations and its customers and clients. The
term “Confidential Information” will not include
information that (i) is in the public domain at the time
of disclosure, or (ii) enters the public domain after
disclosure, except where such entry is the result of a
breach of this Agreement. The term “Confidential
Information” includes such things as trade secrets.
A trade secret is a type of intangible property, the theft
of which is a crime in most states, and does not have
to be in written form to be protected. A trade secret
generally consists of valuable information or ideas that
a business collects or uses in order to establish and
keep its competitive edge, including confidential information
supplied by its customers, clients or agents, and includes
but is not limited to information pertaining to or regarding
business operations, financial condition, sales, strategies,
developments, plans, customers, suppliers, and properties.
2. Agreement to Keep Information Confidential. If either
party here to obtains any Confidential Information from
the other, then the recipient party agrees to keep such
information confidential and to disclose it only to persons
or entities affiliated with its company. The recipient
party also agrees that it will not use any Confidential
Information for its own benefit or for the benefit of
another or for any purpose other than what it is specifically
permitted and required to do so by the other for the purposes
of carrying out the intent of their services agreement.
All of such Confidential Information that a party receives
or obtains from the other will always be and remain the
property of the provider. Upon request from the other,
the parties hereto agree to immediately return all Confidential
Information (including all copies thereof) within its
possession or control that it has received from the other
through this Agreement.
The recipient party shall (i) notify the provider immediately
of any unauthorized
possession, use or knowledge of the Confidential Information,
(ii) promptly furnish full details of such possession,
use or knowledge to the provider, and (iii) cooperate
with the provider in any litigation against third parties
as may be deemed necessary by the provider to protect
its proprietary rights of the Confidential Information.
3. Agreement Not to Solicit. The parties hereto agree
they will not, either directly or indirectly, call upon,
solicit, divert or take away or attempt to solicit, divert
or take away, any known employees, customers, clients
or suppliers of the other. In particular,
understands and agrees that it shall make no effort to
contact any developers/clients, introduced to
by REDHEAD, in an effort to circumvent the relationships
and agreements between REDHEAD and its developers/clients.
4. Equitable Relief. The parties acknowledge that any
violation of any of the terms of this Agreement may cause
irreparable harm to the other. Therefore, if either party
violates this Agreement, the parties agree that, in addition
to all other rights and remedies available, the offended
party may have a temporary restraining order, preliminary
injunction and/or permanent injunction issued against
the other by a court of competent jurisdiction, without
the necessity of posting a bond, in order to prohibit
the offender from further violating this Agreement. The
parties also agree the prevailing party is entitled to
recover all costs and expenses including attorney fees,
expert witness fess, arbitration costs and other related
expenses reasonably incurred in enforcing its rights under
this Agreement. The parties hereby waive, with respect
to any dispute under this Agreement, any defense based
upon the argument that the provider will not be irreparably
harmed by a breach of this Agreement or that the provider
has available to it an adequate remedy for damages.
5. Entire Agreement. This Agreement is the entire agreement
of the parties and no extrinsic evidence may be used to
modify, vary, or construe its terms nor can oral statements
made by any representative or employee of either party
alter the terms of this Agreement. No modification or
waiver of any provision of this Agreement shall be valid
unless in writing and signed by both parties.
6. Severability. The provisions of this Agreement are
severable and if any provision of this Agreement shall
be, for any reason, invalid or unenforceable, the remaining
provisions shall nevertheless be valid, enforceable and
carried into effect.
7. Binding Effect. Unless expressly terminated by agreement
in writing, the term, rights and obligations of this Agreement
shall be binding upon the parties hereto and their respective
heirs, executors, personal representatives and successors
in perpetuity.
8. Arbitration of Disputes. In the event that any dispute
or controversy arising under or in connection with this
Agreement should occur, the parties hereby irrevocably
submit to adjudication in Denver, Colorado in accordance
with Colorado law and the rules set forth by the American
Arbitration Association, but this shall not limit the
rights of the parties to take legal proceedings in any
court of legal jurisdiction for injunctive relief. Judgment
may be entered on the arbitrator's award in any court
having legal jurisdiction. The decision of the arbitrator
shall be binding on REDHEAD and
.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the date and year first above written.
I agree to all terms and conditions and the NDA.
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