Lion & Foster International
Perotti Apartment Fund I LLC NDA
This form is an agreement by you to maintain confidentiality of information you receive regarding any and all investment opportunities presented to you by Lion & Foster International, Inc.
This Confidentiality and Non-Disclosure Agreement (this “Agreement”) is entered into on the date indicated above Recipient’s signature below (the “Effective Date”), by the undersigned recipient (whether one or more, hereinafter referred to as the “RECIPIENT”) and LION & FOSTER INTERNATIONAL, INC., AS THE SPONSOR/MANAGER OF REAL ESTATE INVESTMENTS (the “COMPANY”). .
A. THE COMPANY has provided and/or may provide to THE RECIPIENT certain information of a confidential nature: a)to enable THE RECIPIENT to determine whether to make an investment; and b)if it does so determine, to negotiate the terms on which the investment is to proceed.
1. THE RECIPIENT acknowledges that all written and oral information furnished to it by THE COMPANY and its officers, employees, advisers or agents in connection with making an investment evaluation is valuable and confidential.
2. THE RECIPIENT may not use the information except to enable it to determine whether to make the investment and, if it does so determine to negotiate the terms on which the investment will proceed.
3. THE RECIPIENT agrees that:
a. except as permitted under Clause 2 or this clause, it will not use or disclose any information without prior written consent of THE COMPANY which shall not be unreasonably withheld;
b. it will only disclose the information on a “need to know” basis to its directors, officers, employees, professional advisers and members of THE RECIPIENT’S investment committee; and
c. it will use its best endeavors to ensure that directors, officers, employees and professional advisers, and members of the investment committee of THE RECIPIENT to whom the information is disclosed comply with the obligations imposed on THE RECIPIENT by Provision 2 and this provision.
4. If the investment does not proceed for any reason whatsoever, THE RECIPIENT will, within 7 days of receipt of a demand from THE COMPANY, destroy all electronic versions of information supplied by the COMPANY, or return to THE COMPANY all information supplied by the COMPANY which is in a physical form and which is in the possession, custody or control of THE RECIPIENT.
5. The obligations of THE RECIPIENT under this Agreement do not apply to any information which:
a. THE RECIPIENT is required by law to disclose;
b. is in or enters the public domain otherwise than by breach of this Agreement;
c. is already known to THE RECIPIENT; or
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
d. is acquired by THE RECIPIENT from a person who was not under an obligation of confidentiality relating thereto.
6. THE RECIPIENT acknowledges that the value of the confidential information to THE COMPANY may be unique and therefore impractical or difficult to assess in monetary terms.
7. Accordingly if an actual or threatened violation of this agreement occurs THE RECIPIENT will consent to the enforcement of this Agreement by injunctive relief or specific performance without proof of actual damage.
8. The Terms of this agreement shall be governed and constructed in accordance with the laws in force from time to time in the State of California, County of Marin.
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement as of the Effective Date.
PLEASE TYPE YOUR NAME IN THIS AREA, INDICATING YOUR ACCEPTANCE OF THE TERMS OF THIS CONFIDENTIALITY AGREEMENT.
Please type your name, indicating acceptance of this confidentiality agreement.
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