The
undersigned “Prospective Client/Advisor/Vendor”
(hereinafter “Client” or “Advisor” or “Vendor”, in consideration of being
permitted to access and review the Confidential Business Practices and other
evaluation materials (collectively, the “Evaluation
Materials”) of Trustee Management
Services, LLC, a Delaware Limited Liability Company (hereinafter “Trustee
Management,” “TMS,” or "Trustee"), or
affiliates, hereby agrees with Trustee Management, as follows.
1. Confidential
Information; Non-Use. Client/Advisor/Vendor
agrees that the Evaluation Materials and any other confidential documents or
information provided to Client/Advisor/Vendor by TRUSTEE MANAGEMENT concerning its
business plans and any other technical,
commercial or financial information that is not in the public domain and
which has been reasonably restricted by Trustee Managementas confidential is hereinafter referred to as the “CONFIDENTIAL
INFORMATION.” ALL CONFIDENTIAL
INFORMATION IS PROVIDED “AS IS” AND TRUSTEE MANAGEMENT MAKES NO WARRANTIES,
EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY OR COMPLETENESS. Prospective
Client agrees that it will use the CONFIDENTIAL INFORMATION solely for the
purpose of evaluating an investment in TRUSTEE MANAGEMENT. Client/Advisor/Vendor
agrees that it will use the CONFIDENTIAL INFORMATION solely for the purpose of contracting with, advising
or representing TRUSTEE MANAGEMENT in all its business practices including,
but not limited to: consulting, advisory services, purchasing, leasing and
marketing real property, personal property interests etc. and Client/Advisor/Vendor
will not use the CONFIDENTIAL INFORMATION to make, have made, use or sell for
any purpose any product, service or other item using, incorporating, or derived
from any CONFIDENTIAL INFORMATION, or otherwise for any other purpose or any
other client.
2. Non-Disclosure. Client/Advisor/Vendor may not disclose the
CONFIDENTIAL INFORMATION to any third party; provided, however, that Client/Advisor/Vendor
may disclose the CONFIDENTIAL INFORMATION to its affiliates, employees,
attorneys, accountants, financial advisors or consultants (collectively,
“representatives”) having a bona fide need to know the CONFIDENTIAL INFORMATION
if such representatives are bound in writing by obligations of confidentiality
at least as restrictive as the terms set forth herein. Client/Advisor/Vendor shall be liable for any
unauthorized disclosure thereof by such representatives. Client/Advisor/Vendor shall exercise the same
degree of care it normally uses to protect its own CONFIDENTIAL INFORMATION,
but in no event less than reasonable care.
3. Ownership. Client/Advisor/Vendor agrees that any
CONFIDENTIAL INFORMATION disclosed by TRUSTEE MANAGEMENT shall remain the
property of TRUSTEE MANAGEMENT, including, but not limited to, derivatives, summaries,
notes, and electronics files (extant and archived). Nothing in this Agreement grants any property
rights to the Client/Advisor/Vendor, by license or otherwise.
4. Exclusions. Client/Advisor/Vendor shall have no
obligation with respect to any CONFIDENTIAL INFORMATION that: (a) is shown to
have been known or developed by Client/Advisor/Vendor independent of any
disclosure by TRUSTEE MANAGEMENT; or (b) is or becomes available to the public
through no breach of this Agreement; or (c) is obtained from a third party
legally entitled to disclose the same free of any non-disclosure restrictions;
or (d) is required by law to be disclosed, including in response to a valid
order of a court of competent jurisdiction or authorized government agency,
provided that TRUSTEE MANAGEMENT is notified promptly to allow it to request a
protective order and Client/Advisor/Vendor reasonably cooperates with TRUSTEE
MANAGEMENT’S efforts to obtain a protective order.
5. Duration. This Agreement shall govern the disclosure of
CONFIDENTIAL INFORMATION for a period of one (1) year from the date signed by Client/Advisor/Vendor
(the “Effective Date”). The obligations
hereunder with respect to each item of CONFIDENTIAL INFORMATION shall endure
for three (3) years from the date of initial disclosure thereof and survive any
earlier termination or expiration of the Agreement; provided, however, that any
item of CONFIDENTIAL INFORMATION that constitutes a “trade secret” (as such
term is defined in the Uniform Trade Secrets Act) shall remain subject to
non-disclosure under this Agreement for so long as such item continues to
constitute a “trade secret” (as so defined). Client/Advisor/Vendor, upon written request by
TRUSTEE MANAGEMENT at any time, shall promptly return all CONFIDENTIAL
INFORMATION and any copies thereof to TRUSTEE MANAGEMENT or, if requested,
shall promptly supply TRUSTEE MANAGEMENT with a certification of the completed
destruction of the same. Any such return
or destruction of CONFIDENTIAL INFORMATION shall not affect the term of this
Agreement or the confidentiality obligations herein.
6. Miscellaneous. Nothing in this Agreement shall be construed to
create an agency, joint venture, partnership or other business relationship
between the parties hereto or obligate either party to purchase from or provide
any goods or services to the other party. Client/Advisor/Vendor agrees that monetary
damages may not be a sufficient remedy for unauthorized use or disclosure of TRUSTEE
MANAGEMENT’S Confidential Information and
that in the event of a breach or threatened breach of this Agreement, TRUSTEE
MANAGEMENT shall be entitled, without waiving any other rights or remedies, to
seek injunctive or equitable relief. The
obligations arising out of this Agreement shall be binding upon and inure to
the benefit of each party’s respective successors or assigns. This Agreement may not be amended, nor any
obligation waived, except by writing and signed by duly authorized
representatives of TRUSTEE MANAGEMENT and Client/Advisor/Vendor. This Agreement shall be governed and construed
by the laws of the State of Delaware, without reference to conflict of law
principles. An executed original of this
Agreement may be delivered by facsimile and shall be binding as an original.
IN WITNESS WHEREOF, by clicking on the Terms and Conditions of the digital access section, or accessing in any manner TRUSTEE MANAGEMENT's offerings and materials, the prospective Client/Advisor/Vendor hereby executes and deliveres
this Agreement as of the first Date of access.
Trustee Management Services, LLC * 122 Delaware Street, 2nd Floor * New Castle, Delaware * 302.351.4928