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16740 E. Ave of the Fountains LLC ("Disclosing Party"), an Arizona limited liability company with a mailing address at 213 Debbie Ln, Corbin, KY 40701, and the undersigned ("Receiving Party").
The parties plan to discuss a potential investment opportunity in connection with the real estate development project known as "The Avenue at Fountain Hills" (the "Project"). In the course of these discussions, it may become necessary for the parties to exchange proprietary or confidential information. The purpose of this Agreement is to protect the confidential nature of such information.
The term "Proprietary Information" means information of a confidential nature disclosed to the designated Authorized Representative. It includes but is not limited to (i) research and development; (ii) trade secrets; (iii) proprietary technical, marketing, operating, performance, cost, pricing, know-how, business and process information; (iv) communications plans, creative ideas, designs, client preferences and policies; (v) algorithms, computer processing systems, techniques, methodologies, formulae, processes, compilations of information, drawings, proposals, job notes, reports, records and specifications; (vi) information relating to 16740 E. Ave of the Fountains LLC, AK Capital Investments, their respective principals, members, managers, subsidiaries, affiliates, partners, and the property located at or near 16740 E. Avenue of the Fountains, Fountain Hills, Arizona, including any related development entities and equity structures; (vii) project documentation, including property appraisals, architectural and engineering plans, build budgets and cost estimates, municipal permits and approvals, town entitlements, term sheets, promissory notes, unit reservation agreements, purchase and sale agreements, and developer track record materials; and (viii) financial statements, projections, models, return analyses including IRR and NPV scenarios, capital stack and equity structures, credit valuations, exit scenarios, and pricing data related to the Project or any other real estate development activities of the Disclosing Party.
Proprietary Information does not include information that: (a) is publicly available without breach of this Agreement, (b) is lawfully obtained from a non-confidential source, (c) was already in the receiving party's possession at time of disclosure, (d) is disclosed non-confidentially with the disclosing party's permission, (e) is independently developed without use of Proprietary Information, or (f) is disclosed with prior written consent.
Each party agrees that, for three (3) years from the date of disclosure, it will: (a) not use Proprietary Information for purposes other than evaluating the business relationship, (b) not disclose to employees without a reasonable need and notice of confidentiality, (c) not disclose to any third party without prior written consent, and (d) maintain reasonably adequate procedures to ensure compliance. The receiving party will protect Proprietary Information with the same degree of care it uses for its own, but in no event less than reasonable care.
Unauthorized disclosure causes material harm; monetary damages may be inadequate. The disclosing party may seek injunctive or equitable relief in addition to other legal remedies. Neither party shall be liable for punitive, exemplary, special, indirect, incidental or consequential damages.
This Agreement continues for two (2) years or until terminated by written notice (effective 30 days following receipt). Non-disclosure obligations survive termination for an additional three (3) years.
All Proprietary Information will be returned or destroyed upon written request, except where backup-storage retention makes destruction infeasible (in which case confidentiality protections continue until destruction in the normal course).
All rights in Proprietary Information are retained by the disclosing party. Nothing herein grants any license, title, or interest to the receiving party.
This Agreement is governed by the laws of the State of Arizona without regard to choice-of-law provisions. The parties waive any right to a trial by jury.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, EXPENSES OR LOSSES (INCLUDING LOST PROFITS AND OPPORTUNITY COSTS).
This Agreement constitutes the entire agreement between the parties regarding disclosure of Proprietary Information and supersedes all previous communications. No modification is effective unless in writing and signed by both parties.
16740 E. Ave of the Fountains LLC
Kevin Simpson · Co-Developer / Investor Relations
213 Debbie Ln, Corbin, KY 40701 · (606) 304-0607
Kevin@AKCapital.fund