You are a few steps away from having access to GF's DealFLow
Please complete the form below in its entirety. Incomplete registration forms are not accepted. GF's DealFlow is a unique member only area that allows like minded individuals to share information within a closed and secure network. Should you have any questions contact us.
GFSC 51 Club Member Terms and Conditions
This Non-Disclosure Non-Circumvention Agreement (the “Agreement”) is made Effective as of date ‘Terms and Conditions” box is checked and “Accepted” button is clicked between GFSC LLC dba GF Strategic Consulting (“First Party”) and 51 Club Member (“Second Party”), both parties referred to collectively as the Parties (the “Parties”).
WHEREAS the Parties desire to enter a working business relationship to the mutual and common benefit of the Parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).
WHEREAS both Parties are prepared to make certain information available in connection with a possible business transaction (the “Possible Transaction”) involving the purchase and sale of real state and hospitality projects. Each party is prepared to provide information to the other Party. The Party which receives information from the other Party shall be referred to herein as the “Recipient”
WHEREAS the Parties wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality, Non-Disclosure and Non-Circumvention with respect to their sources, contracts, project information and other information deemed Confidential.
NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:
1. CONFIDENTIALITY AND NON-DISCLOSURE
A. Confidential Information Defined: This information provided by the Parties to one another is of a confidential or proprietary nature (the “Confidential Information”). As used in this Agreement, “Confidential Information” means any information concerning (a) any and all of the Parties assets, liabilities, business operations, financial models, strategies and relationships in the development and financial markets, (b) all information furnished to either Party by the other Party, including, without limitation, analyses, pro forma, projections, compilations, studies, appraisals and other data, in whatever format or medium prepared by Recipient or Recipient’s Representatives, containing, summarizing or based in whole or in part on any Confidential Information, and (c) any information, documentation, communications, or data regarding the Transaction, and (d) the names of the companies and persons involved in the transaction locations of the properties to be developed, purchased from or constructed as well as the information about the companies or assets themselves.
B. The term “Confidential Information” (i) does not include information that is or becomes publicly available (other than through a breach of this Agreement) or information that is or becomes available to the Parties on a non-confidential basis, provided that the source of such information was not known by the Parties (after such inquiry as would be reasonable in the circumstances) to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information; (ii) becomes publicly known or made generally available in the public domain after receipt by Recipient through no action or inaction by Recipient in breach of this Agreement; (iii) at the time of receipt by Recipient, was already in Recipient’s possession, as evidenced by Recipient’s files and records immediately prior to Recipient’s receipt thereof; or (v) is independently developed by Recipient without use of or reference to any Confidential Information and without contact with any Persons who Recipient is prohibited from contacting pursuant to this Agreement.
C. Use of the Information. The Parties agree to use the Confidential Information solely for evaluating the Transaction, and that the Parties shall not distribute, copy, or otherwise communicate any of the Confidential Information to any other person or entity except as permitted under this Agreement. The Parties may disclose Confidential Information to the Parties directors, officers, employees, agents, or advisors (collectively, “Representatives”) who in the Parties reasonable judgment have the need to know such information in connection with the Transaction. The Parties will maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential nature of the Confidential Information, will direct them to treat such information in accordance with this Agreement, will exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use of Confidential Information by them, and will be responsible for any breaches by them of the provisions of this Agreement.
D. Representative Defined. The term “Representative” means any Person, and its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, engineers, attorneys and accountants) engaged to assist in connection with the Possible Transactions and controlling Persons, each to the extent in receipt of Confidential Information. Unless the context clearly requires otherwise, references in this Agreement to Recipient or GFSC shall include your or our respective Representatives. The term “Person” shall be broadly interpreted to include, without limitation, any corporation, limited liability company, partnership, other entity or individual with whom a Recipient comes into contact as a result of the evaluation of the Possible Transactions as contemplated hereunder
E. The Parties and their Representatives shall not disclose to any person the fact that the Confidential Information has been made available to them, that discussions or negotiations are taking place concerning the Transaction, or any of the terms, conditions, or other facts with respect thereto, except as provided herein.
F. In the event that the Parties and their Representatives are requested or required by law or legal process to disclose any of the Confidential Information, the party required to disclose such information shall provide the other Party with prompt oral and written notice before making any disclosure. In addition, Confidential Information may be disclosed to the extent required in the course of inspections or inquiries by federal or state regulatory agencies to whose jurisdiction the Parties are subject and that have the legal right to inspect the files that contain the Confidential Information, and the Party being inspected will advise the other Party promptly upon such disclosure.
G. Upon either parties request, all copies of Confidential Information (including copies in written, paper or electronic form) and any summaries of Confidential Information will be promptly returned to the other Party at no additional cost.
H. No express or implied representation or warranty is made as to the accuracy or completeness of the Confidential Information provided to either Party by the other.
NON – CIRCUMVENTION
I. The Parties each recognize shared Confidential Information as the exclusive property of the respective Parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and agree they will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source.
J. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
K. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.
CLAIMS AND DISPUTES
L. This Agreement shall be construed and interpreted in accordance with, and the validity of this Agreement shall be judged by the laws of the Commonwealth of Puerto Rico and the Parties decisions on claims, disputes or other matters, shall be brought in a court of competent jurisdiction in Commonwealth of Puerto Rico provided, however, that the foregoing shall not be construed so as to restriction in any manner the ability of the Company or the Members to enforce any judgment obtained in any court of competent jurisdiction.
M. The Parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of the American Arbitration Association (”AAA”). The Parties Agree to bind themselves to the final decision of the Arbitrator.
AGREEMENT TO TERMS
N. The Parties acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. The Parties acknowledges that any breach of this Agreement or threatened breach will result in irreparable injury to the Parties and that the injured party will be entitled to all remedies available in law and equity. In addition to any other remedies available to the injured Party at law or equity.
O. The Parties agree that monetary damages would not be a sufficient remedy for breach of this Agreement by either Party or their Representatives and in the event of a breach the injured Party shall be entitled to seek specific performance, injunctive relief, and/or other equitable remedies, as non-exclusive remedies for any such breach. In the event litigation is required by either party to enforce the terms of this Agreement, the prevailing party in such action shall, in addition to all other relief granted or awarded by the court, be entitled to judgment for reasonable and documented attorneys’ and legal assistants’ fees incurred by reason of such action and all costs of suit and those incurred in preparation thereof at both the trial and appellate levels, in arbitration or bankruptcy proceedings, and post-judgment collection proceedings. The foregoing provision shall survive the termination of this Agreement.
P. It is understood and agreed that no failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waive thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. This Agreement shall be binding upon The Parties, its officers, directors, partners, principals, shareholders, agents, affiliates, representatives, subsidiaries, any persons or entities owned or controlled, directly or indirectly, thereby and their respective successors and assigns and this Agreement shall inure to the benefit of the Parties and their successors and assigns. This is the entire agreement between the parties with respect to the subject matters described herein and this Agreement shall not be amended except in writing and signed by both parties. This Agreement may be signed in counterparts each of which will be deemed an original.
Q. This Agreement may be executed in counterparts, each of which taken together shall constitute one and the same agreement.
R. Each person signing this Agreement represents and warrants that the entity for which he is signing has duly authorized this Agreement and he has the authority to sign on behalf of such entity.
S. This Agreement is made as of the date first above written above.
T. This Agreement shall terminate automatically upon the earlier of (a) the Parties entering into a written agreement with respect to the Transaction, (b) consummation of the Transaction, (c) thirty (30) days after one party delivers to another party a written letter of termination of discussions and negotiations under this Agreement, or (d) one (1) year after the date hereof.
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
Signatures on this Agreement received by way of checking ‘TERMS AND CONDITIONS” box and clicking “ACCEPT” shall be an executed contract. Agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement.
U. EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be: –
Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global & National Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001).
V. All members hereto acknowledge that they have read the foregoing Agreement and by clicking the ACCEPT button that they have full and complete authority to execute the document for and in the name of the party for which they have signed up for or represent in an entity. The Parties bind this Agreement which is made effective as of the day and year first above written in Article1.