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THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into on the date listed below, between THE PARTY LISTED BELOW, having its place of business at THE ADDRESS LISTED BELOW, (referred to as “Receiving Party”) and SecureStore at Wickham/Pineda, LLC and SecureStore at Lakewood Ranch, LLC (referred to as “SecureStore”) are collectively referred to herein as the “Parties” and individually referred to as a “Party”).  For purposes of this Agreement, the Party disclosing the Confidential Information shall be referred to as “Disclosing Party” and the party receiving the Confidential Information shall be referred to as “Receiving Party”.

Purpose:  Analyze project financials for the purpose of submitting a contract for purchase.

1.                  Confidential Information: Confidential information means any information disclosed to or by one Party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, development plans, client names, and client data. Confidential Information may also include information disclosed to a Party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving Party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party’s files and records immediately prior to the time of disclosure.

2.                  Non-use and Non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship and except to lenders, prospective lenders, attorneys, accountants, consultants and tenants.

3.                  Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to Confidential Information sign a non-use and non-disclosure agreement including provisions substantially similar to the provisions of this Agreement, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any copies of Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.

4.                  No Obligation: Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunities.


6.                  Return of Materials: All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party’s request.

7.                  No License: Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright, nor shall this Agreement grant Receiving Party any rights in or to Confidential Information except as expressly set forth herein.

8.                  Term: This Agreement shall survive for a period of 2 years from the date of disclosure of the Confidential Information.

9.                  Remedies: The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the disclosing party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as the disclosing party shall deem appropriate. Such right of the disclosing party is to be in addition to the remedies otherwise available to the disclosing party at law or in equity.

10.              Counterparts.  This Agreement may be signed in counterparts, which together shall constitute one agreement.  If this Agreement is signed in counterparts, no signatory hereto shall be bound until both Parties have duly executed, or caused to be duly executed, a counterpart of this Agreement. 

11.              Miscellaneous: This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to conflict of laws principles. This document contains the entire agreement between the Parties with respect to the subject matter of this Agreement. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in Orange County, Florida.  The parties have executed this Agreement as of the date first above written.

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