As a member or potential member of the Family Chateaux, managed by Tami Kautzman, Managing Principal of the Kautzman Alliance, LLC (“KA”), you agree to keep Confidential Information provided by KA, the Family Chateaux, or any other member of the Family Chateaux (collectively, the “Provider”) to you (“the Recipient”) strictly confidential as outlined below.
This letter shall serve to confirm our agreement (the “Agreement”) concerning the delivery and disclosure of Confidential Information to the Recipient.
- The Recipient acknowledges that any and all disclosure of Confidential Information, whether disclosed orally, in writing, or by inspection, shall be held by the Recipient on a strictly confidential basis. Subject to Section 4, all Confidential Information shall be considered confidential and proprietary.
- The Recipient acknowledges that any and all disclosure of Confidential Information is solely for the purpose of enabling the Recipient to evaluate the merits of a possible investments and/or business relationships and for no other purpose. The Recipient shall disclose the information received solely to responsible officers, directors, and key employees of the Recipient and only on a need to know basis. The Recipient shall keep any copies of the Confidential Information in a secure location and shall use its best efforts and take all steps necessary to prevent the unauthorized disclosure, copying, or use of the Confidential Information. The Recipient shall not trade securities on the basis of the Confidential Information.
- In the event that the Recipient desires to disclose the Confidential Information to any of its professional advisers, it may do so only if such professional advisers agree prior thereto to abide by the terms of this Agreement.
- For purposes of this Agreement, the term “Confidential Information” shall be broadly defined and includes, without limitation and without regard to whether or not such information is identified as Confidential Information by the Provider and whether or not the Recipient obtains access thereof directly or indirectly: (i) all information proprietary to or created by or for or by the Provider; (ii) all information in the possession of the Provider that gives some competitive business advantage or the opportunity of obtaining such advantage; (iii) all information in the possession of the Provider that has or could have commercial value or other utility in the business in which the Provider is engaged; (iv) all information that, if disclosed or used without authorization, could be materially detrimental to the interest of the Provider; and/or (v) all information that should reasonably be assumed by the Recipient to be confidential and proprietary to the Provider based on all the relevant circumstances. By way of example and without limitation, Confidential Information includes all information as it relates to the Provider and/or its business, including but not limited to, pitch books, techniques, processes, formulas, trade secrets, inventions, technological developments, discoveries, improvements, research or development test results, specifications, compilations, data, business and technical know-hows, formats, marketing plans, accounting figures, profit margins, business plans and practices, financials, strategies, forecasts, industry studies, unpublished financial information, budgets, projections, customer and member identities and information, software in all stages of development (e.g., source code, object code, documentation, diagrams, flow charts), designs, drawings, specifications, and models. Notwithstanding the foregoing, Confidential Information shall not include information which:
- becomes generally available to the public other than through any act or omission by the Recipient;
- was lawfully in the possession of the Recipient prior to such disclosure, as evidenced by the written records of the Recipient as determined by Provider in its discretion, except to the extent unlawfully appropriated or disclosed by another person or entity having confidentiality obligations to the Provider;
- is required to be disclosed by any court of competent jurisdiction provided that the prior written notice of such disclosure is furnished to the Provider in a timely manner in order to afford the Provider an opportunity to seek a protective order against such disclosure.
- the Recipient shall not, at any time, without the prior written consent of the Provider, make any statement or disclosure whatsoever to any third party including, without limitation, an announcement or press release, that relates to any of the specific matters discussed between the parties or might imply or reveal, either directly or indirectly, that the matters are or have been under discussion between the Recipient and the Provider.
- From the period beginning on the date hereof and for a period of three (3) years after the Recipient’s membership in the Family Chateaux terminates for any reason whatsoever, the Recipient agrees that he or she shall not directly or indirectly, (i) solicit the business of any person who is a member of Provider or who the Recipient meets at a Family Chateaux event outside of the Family Chateaux’s investment platform, or (ii) cause, induce or attempt to cause or induce any member of the Family Chateaux to cease being a member of the Family Chateaux or to become a me member or do business with
any business similar to the Family Chateaux, or to interfere with its relationship with Provider in any way.
- The Recipient agrees to indemnify and hold harmless the Provider from and against any action, claim, or proceeding and any costs, expenses, or other liabilities arising therefrom (including, without limitation, reasonable attorney’s fees and expenses), as and when incurred, as a result of the unauthorized disclosure by the Recipient or any of its directors, officers, employees, consultants, or advisers of any of the Confidential Information disclosed to it by the Provider.
- The Recipient shall, at the discretion of the Provider, either promptly return all Confidential Information held by it in written format and destroy all Confidential Information held by it in computer generated format; or destroy all Confidential Information s.
- If the Provider has reasonable grounds to believe that the Recipient has used the Confidential Information for unauthorized purposes or has disclosed such information to unauthorized persons, the Provider has the right to demand the immediate return of all Confidential Information, including all copies thereof, and require their return within three days of such demand.
- The Recipient acknowledges and agrees that in the event of its breach of this Agreement, the Provider will suffer irreparable injuries that cannot be compensated by money damages and therefore the Provider shall not have an adequate remedy at law. Accordingly, the Provider may be entitled to a temporary restraining order, or a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of this Agreement or further unauthorized use of the Confidential Information. This remedy is separate and apart from any other remedy the Provider may have.
- The Recipient shall notify the Provider immediately upon discovery of any prohibited use or disclosure of the Confidential Information or any other breach of this Agreement by the Recipient, and shall fully cooperate with the Provider to help the Provider regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
- The obligations set forth in this Agreement shall be continuing and shall survive the termination of any discussions between the Recipient and the Provider for a period of two years from the date the Recipient’s membership in the Family Chateaux terminates. Except where stated otherwise or with the prior written consent of the Provider, the agreements, covenants, undertakings, and obligations set forth herein shall be regarded as continuing in full force and effect without limit in point of time.
- Apart from the limited rights described in this agreement, each Party acknowledges that neither it nor its directors, officers, employees, consultants, or advisers shall be entitled to any right or license in respect of the Confidential Information.
- The Recipient covenants that no contact, direct or indirect, in connection with the possible transaction, shall be made by it or on its behalf, directly or indirectly, with any governmental or regulatory authority, without the prior written consent of the Provider.
- The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions contained herein, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.
- This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to the rules governing the conflicts of law.
If the foregoing is acceptable to you, please acknowledge this letter Agreement by checking I Agree.