This Non-Circumvention, Confidentiality & Fee Agreement (“Agreement”) is entered into by and between Capital Solutions and/or its assigns ("Disclosing Party") located at 2701 East Camelback , Phoenix, Arizona 85016 and ______("Receiving Party") located at ______. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged.
2. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
3. Relationships. Receiving Party agrees and understands that should they be interested in any type of involvement, investment, financing, purchase, joint venture or other relationship with the projects or products presented to the Receiving Party by Disclosing Party, that any such agreement shall be conducted through Disclosing Party. Further, the Receiving Party understands that in the process of such arrangements that certain fees will be earned by the Disclosing Party and that the Receiving Party shall not undertake any action or actions which would interfere in any way with such arrangements or the payment of earned fees.
4. Bound: The parties hereto agree that any individual, firm company, associates, corporation, joint ventures, partnership, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of this Agreement.
5. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
6. Litigation: This Agreement is valid between the both parties and shall be governed by the enforceable law of the State of Arizona. The parties hereto agree to submit any dispute or controversy, at law or in equity, to arbitration under the Rules of the American Arbitration Association. Said dispute shall be heard in the County of Maricopa in the State of Arizona. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to all costs incurred, including attorney’s fees, whether before trial, at trial, on appeal, or in any other administrative or quasi-judicial proceedings.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.
9. Mutual Confidentiality and Non-Circumvention Agreement:
By acceptance of this Agreement, Receiving Party agrees that the information provided by Disclosing Party will not be disclosed to any third party without the prior written consent of Disclosing Party. Receiving Party further agrees that it shall not enter into any relationship whatsoever with an entity disclosed to it through Disclosing Party and/or its assigns for a period of twelve (12) months from the date of disclosure. In the event of a breach of this covenant, the exclusive remedy shall be a payment of the greater of three (3) times the actual fee that should have been realized from such transactions or $150,000.00 USD per occurrence, as liquidated damages, the parties hereto acknowledging that the precise amount of damages would be difficult to ascertain. This covenant shall survive the termination of this agreement.
The Recipient fully understands the conditions herein and has read this Agreement carefully.
(Receiving Party) Agreed and Accepted: / Capital Solutions (Disclosing Party) Agreed and Accepted:By: / By:
Authorized Signature / Authorized Signature
Name: / Name:
Title: / Title:
Date: / Date:
Exhibit A
Name Santana Village Crossing
Parcel #: 142-12-611,613,614
Address 7539-7575 West Peoria Ave. Peoria AZ. 85345
Initials: ______
2701 E Camelback Suite 170 Phone: (602) 489-7990
Phoenix, AZ 85016 Fax: (866) 468-1424