In connection with your interaction with The Royal Crown Group, LLC (RCG) of: 106 Culberson Road, Basking Ridge, New Jersey 07920, (the "Company"), in relation to your potential investment in, and the Company’s contemplated investment in, the land acquisition and development of a Five-Star luxury hotel and residential condo “all seasons destination resort,” (the "Transaction"), to be disclosed upon the signing of this Agreement, the Company is prepared to make available to you certain Confidential Information (defined below) concerning the Company and its plans relating to the Transaction. As a condition to such Confidential Information being furnished to you, you agree to treat any information concerning the Company or the Transaction (whether prepared by the Company, its representatives or otherwise and irrespective of the form of communication) which is furnished to you now or in the future by or on behalf of the Company (herein collectively referred to as the "Confidential Information") in accordance with the provisions of this Agreement.
The term "Confidential Information" includes all such information that the Company or their representatives or agents may furnish to you, whether by way of oral explanation or by making available any business plans, records, contracts, books of account, budgets, reports, forecasts, projections and creative, technical, literary, strategic business and illustrated information made available directly from the Company’s representatives or agents, and also includes notes, analyses, compilations, studies or other documents, whether prepared by you or your Representatives (defined below), to the extent that such documents contain or otherwise reflect such Confidential Information. The definition of the term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you in breach of this Agreement, (ii) was known to or within your possession prior to its being furnished to you by or on behalf of the Company, or becomes available to you on a non-confidential basis from a source other than the Company or any of its representatives or agents, provided that such source is not known to you to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information, or (iii) is independently developed by or for you or your Representatives without use of the Confidential Information.
You hereby agree that you shall use the Confidential Information solely for the purpose of evaluating, examining, discussing, advising the Company about the Transaction and, if applicable, furthering your investment in the Transaction, that the Confidential Information will be kept confidential and that neither you or your Representatives which confidential information was furnished to them by you or the Company, will disclose any of the Confidential Information in any manner whatsoever; provided, however, that you may make any disclosure of such Confidential Information (i) to which the Company gives its prior written consent, (ii) to the extent required by law, regulation or legal, judicial or administrative process, or (iii) to your affiliates, affiliated funds, limited partners and its and their respective officers, directors, employees, partners, advisors, (including, but not limited to legal counsel, consultants, accountants, and financial advisors), potential funding sources, and their respective representatives (such parties receiving Confidential Information from you or at your direction, collectively, “Representatives”). You hereby consent that the Confidential Information shall at all times remain the property of the Company and that you will not contest or dispute such ownership.
You understand and acknowledge that neither the Company or its representatives or agents are making any representations or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and neither the Company nor its representatives or agents will have any liability to you, your Representatives, or any other person resulting from the use by you, your Representatives, of the Confidential Information, except for any representations or warranties that may otherwise be provided in any definitive agreement that may be entered into with respect to any investment ultimately made in the Transaction.
Neither party shall disclose to any person or entity: (a) the fact that any investigations, discussions or negotiations are taking place between the parties concerning the potential Transaction; (b) any of the terms, conditions or other facts with respect to the potential Transaction, including the status thereof; or, (c) the fact that you or your Representatives have been provided with the Confidential Information. Neither party shall make any public statements or make any public advertisements concerning the Transaction or the potential investment in the Transaction without the prior written consent of both parties, which consent may be withheld by either party in their sole discretion. You acknowledge that you are aware that the Company may have outstanding certain institutional and other investors and that the Confidential Information and the disclosure of such Confidential Information may constitute inside information under Federal and State securities laws.
The terms of this Agreement will expire on the date that is twenty four (24) months from the date of this Agreement. Upon written request of the Company, (email being sufficient), you will promptly destroy the Confidential Information provided to you as well as any copies, notes, analyses, compilations, studies or other documents prepared by you or your representative with respect to the Confidential Information. Notwithstanding anything to the contrary in this Agreement, you and your Representatives may retain Confidential Information: (a) stored in standard archival or computer back-up systems or retained pursuant to such person’s normal document retention practices, for litigation purposes or to the extent required by law, and/or (b) pursuant to their professional accounting obligations or bona fide document retention policy requirements. Any Confidential Information that is not destroyed shall be held in accordance with the terms of this Agreement.
It is further understood and agreed that money damages may not be a sufficient remedy for any breach or circumvention of this Agreement by you and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach of the terms of this Agreement. Such remedies shall not be deemed to be the exclusive remedies available to the Company but shall be in addition to all other remedies available at law or in equity to the Company. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party, pursuant to a final, non-appealable judgment of a court of competent jurisdiction, shall be entitled to reimbursement for reasonable attorney’s fees and costs.
This Agreement is for the benefit of the Company and its affiliates and shall be governed by and construed in accordance with the laws of the State of New Jersey. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETEHR SOUNDING IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.
The parties may sign this Agreement in several counterparts, each of which constitutes an original, but all of which together constitute only one instrument. The parties may sign this agreement electronically (including DocuSign) and any such signatures shall be deemed an original counterpart. The parties may deliver counterparts electronically, including email. To the fullest extent permitted by law, electronic signatures and electronically transmitted counterparts to this Agreement shall be valid and bind the party delivering such signature without the need for an original.
Please confirm your agreement with the foregoing by signing below and returning a copy of this Agreement, whereupon this Agreement shall become a binding agreement between you and the Company.
