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21st day of June, 2005. BETWEEN: xxxxxxxxxxxxxx, having its principal place of business at xxxxxxxxxxxxx, Daytona Beach, Florida 32114 (BJRE), and xxxxxxxxxxxxx and related entities of xxxxxxxx Group Georgia (WGG). BJRE and WGG are collectively referred herein together as the Parties and each individually as a Party. WHEREAS: A. The parties have been discussing and evaluating a possible Real Estate business Purchase or related transaction between the Parties. Each Party develops and uses valuable technical and non-technical confidential and proprietary information. B. Each Party is interested in providing and receiving certain Confidential Information (as described herein) to and from the other Party, and other Third parties for the purpose of evaluating and/or entering into such a business Purchase or transaction. NOW, THEREFORE, in consideration of the disclosure of such Confidential Information and the mutual covenants and promises herein contained, it is agreed as follows: 1. For purposes of this Agreement, Confidential Information shall mean all proprietary, confidential, financial and other non-public information or material of any Party (the Furnishing Party) that may be provided to, or obtained by, the other Party (the Receiving Party). Confidential Information, includes, but is not limited to, the following types of information and other information of a similar nature, whether or not set forth in writing: discoveries, papers, software in various stages of development, designs, drawings, specifications, plans, documentation, research, marketing and development plans, compilations, studies, and analyses. Confidential Information shall also include any other information described as proprietary or designed as Confidential Information, whether or not owned or developed by the Furnishing Party, and whether or not copyrighted, as well as information disclosed to the Furnishing Party by any third party which information the Furnishing Party is obligated to treat as confidential or proprietary information. All Confidential Information disclosed by a Furnishing Party shall, between the Furnishing Party and Receiving Party, remain the property of the Furnishing Party. By providing Confidential Information to the Receiving Party, the Furnishing Party is not making any representations or warranties as to the accuracy or completeness of any Confidential Information.



It is understood that the receiving Party shall use the Confidential Information for the sole purpose of evaluating a possible transaction between BJRE and themselves, and that such information will be kept confidential, except to the extent that any Confidential Information: (a) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no act or fault on the part of Receiving party, (b) is known by Receiving Party at the time of receiving such information: or (c) is hereafter rightfully furnished to Receiving Party by a third party without breach of any separate non-disclosure obligation. and

(d) is made to receiving parties representatives who need to know such information for the purpose of evaluating any such possible transaction between BJRE and themselves (it being understood that such representatives shall have been advised of this agreement and shall have agreed to be bound by the provision hereof). 4. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Furnishing Party, it will (a) immediately provide the Furnishing Party with written notice; (b) provide reasonable assistance to the Furnishing Party to prevent such disclosure; and (c) disclose only that portion of Confidential Information that the Receiving Party is legally required to disclose and notify the recipient of the confidential nature of the confidential Information. Receiving party agrees that unless and until a definitive agreement regarding a transaction between BJRE and themselves concerning said confidential property has been executed, neither parties will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this agreement. It is further acknowledged and agreed that BJRE on behalf of the seller of said property, reserves the right, in its sole discretion, to be free to conduct any process with respect to a possible transaction with any other third party interested in said purchase. The term of this Agreement shall be a period of three (3) years. Each Party agrees that the other Party will suffer irreparable harm if a Party fails to comply with its obligations set forth herein, and further agrees that monetary damages will be inadequate to compensate the other party for any such breach. Accordingly, each Party agrees that the other Party will, in addition to any other remedies available to it at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof. In addition to all other remedies available to a Party at law or in equity, each Party agrees that if it fails to comply with its obligations, as set forth herein, the other Party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or benefits which the breaching Party directly or


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indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation, provided, however, that neither Party shall be liable for any consequential, punitive, special or indirect damages notwithstanding anything to the contrary. 9. Subject to the foregoing, this Agreement shall be binding upon the successors and authorized assigns of each Party and shall inure to the benefits of the successors and authorized assigns of such Party. No oral agreement, statement or representation shall alter its provisions. Any notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set forth below in this Agreement, or as may be notified in writing from time to time by a Party. This Agreement shall be governed by and interpreted in according with the laws of the State of Florida, without regard to provisions governing conflicts. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. This Agreement may be executed in separate counterparts, and shall be effective upon transmission by facsimile of executed copies by each Party to the other Party.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Bart Jones Real Estate By: ______________________________(Signature) For: (Printed Name) Date: ______________________________ Name of Other Party: By: _______________________________(Signature) For: ___________________________________(Printed Name/Title) Date: ______________________________