Fill in your details below; they appear in the agreement as you type. Sign by typing your name, then send it to KADAM. KADAM will countersign and email you the executed copy.
This Mutual Non-Disclosure and Non-Circumvention Agreement (the “Agreement”) is entered into on between KADAM Enterprise, LLC, a Florida limited liability company, 25 Drennen Road, Orlando, Florida 32806 (“KADAM”), and [Company], [State / Country], represented by [Full Name] (the “Counterparty”). Each is a “Party”.
1. Purpose
The Parties wish to share information to evaluate one or more potential investment, acquisition, joint-venture or development opportunities (the “Purpose”).
2. Confidential Information
“Confidential Information” means all non-public information disclosed by either Party, in any form, including financials, projections, underwriting, data rooms, business plans, deal terms, and the identities and contact details of sellers, sponsors, investors, lenders and other counterparties.
3. Use and Protection
The receiving Party will use Confidential Information only for the Purpose, keep it confidential with at least reasonable care, and share it only with its officers, employees, advisers and financing sources who need it for the Purpose and are bound by similar confidentiality duties.
4. Exclusions
Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was lawfully known to it before disclosure, is independently developed, or is lawfully received from a third party without a duty of confidentiality. Disclosure required by law is permitted after prompt notice to the other Party where lawful.
5. Non-Circumvention
For two (2) years from the date above, the Counterparty will not, directly or indirectly, contact, solicit, negotiate or transact with any seller, sponsor, investor, lender or other party introduced or identified by KADAM in connection with the Purpose, without KADAM’s prior written consent.
6. No Offer, No Obligation
This Agreement is not an offer to sell or a solicitation to buy any security, and does not obligate either Party to enter into any transaction. Any transaction is subject to diligence, investor qualification and definitive written agreements.
7. Return of Information
On request, the receiving Party will promptly return or destroy the other Party’s Confidential Information, except copies kept as required by law or routine backup.
8. Term and Remedies
Confidentiality obligations last two (2) years from the date above. A breach may cause irreparable harm, and the disclosing Party may seek injunctive relief in addition to any other remedy.
9. Governing Law
This Agreement is governed by the laws of the State of Florida. Venue lies in the state or federal courts located in Orange County, Florida.
10. Electronic Signatures
Electronic and typed signatures are valid and binding, and this Agreement may be signed in counterparts.
Counterparty
[Full Name]
[Title], [Company]
[Email] · [Phone]
Role: Investor
Date:
KADAM Enterprise, LLC
To be countersigned
Darwin Martinez
Chief Executive Officer
Date: ____________