RPF Non-Disclosure Agreement
Please review and sign this document before continuing.
Please Read Carefully – This Constitutes a Binding Agreement between You and Ranch Preservation Holdings, LLC, an Arizona limited liability company (the “Company”).
In connection with your accessing of www.ranchpreservationholdingsllc.com (the “Company Website”) and your consideration of a possible investment in the Company, you acknowledge that you will have access to certain confidential information concerning the Company. In order to access the Company Website you must execute this Non-Disclosure Agreement (the “Agreement”) and deliver it to the Company, at which time it shall be binding upon you.
As a condition of being provided access to the Website, you agree to treat any and all information concerning the Company (whether prepared by the Company, its advisors or otherwise, and whether written or oral) which is provided to you on the Company Website as confidential (collectively “Confidential Information”) in accordance with the provisions of this Agreement and shall take or abstain from taking certain other actions herein set forth. The term “Confidential Information” does not include information which (i) is already in your possession (other than information previously obtained from accessing the Company Website), provided that such information is not known by you to be subject to another confidentiality agreement with or other obligation of secrecy to the Company, or (ii) becomes generally available to the public other than as a result of a disclosure by you or your directors, officers, employees, agents or advisors, representatives, lenders and others associated with you (collectively “Representatives”), or (iii) becomes available to you on a non-confidential basis from a source other than the Company or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to the Company, or (iv) is independently developed by you. Confidential Information shall not be deemed to be generally available to the public or in the public domain merely because any part of any Confidential Information is embodied in general disclosures or because individual features, components, or combinations thereof are now known or become known to the public.
Without limitation, the term “Confidential Information” includes (i) financial statements, financial data and financial information regarding the Company, its financial conditions and proposed operations, and (ii) Company’s materials, reports, plans, analyses, financial projections, documents, drawings, machines, writings, samples, studies, compilations, tools, models, devices, business plans, strategies, customer information, marketing and proposal information, financial and rate information, personal information, and the terms and provisions of the Company’s Operating Agreement.
You hereby confirm that you are aware that the Confidential Information is confidential and you shall respect its confidential nature, hold the Confidential Information in trust, and take normal and reasonable precautions to maintain such confidentiality so that none of the Confidential Information, except as otherwise provided herein, will be divulged to any other party.
You hereby agree that the Confidential Information shall be used solely for the purpose of evaluating a possible investment with the Company and not used in any manner detrimental to Company and that such information will be kept confidential by you; provided, however, that (i) any of such information may be disclosed to your directors, officers, employees, investment, tax and legal advisors to the extent they need to know such information for the purpose of evaluating your potential investment in the Company (it being understood that such persons shall be informed by you of the confidential nature of such information and shall be directed by you to treat such information confidentially in accordance with the terms of this Agreement) and you shall require them to agree to act in accordance with the terms and conditions of this Agreement, and (ii) any other disclosure of such information may be made to which the Company consents in writing. Upon request by Company, you agree you will advise Company in writing within a reasonable time of all persons who have been given access to or knowledge of Confidential Information of any kind. You agree you will not disclose the existence of your discussions with Company of a possible investment in the Company without the Company’s express written consent to such disclosure.
If you receive a request to disclose or are required to disclose all or any part of the Confidential Information obtained from the Company Website (by oral questions, interrogatories, requests for information or other documentary subpoena, civil investigative demand or other processes), you shall, to the extent permitted by law (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request or requirement, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request, and if requested by Company, resist such disclosure or portions thereof at Company’s expense and under Company’s direction, and (iii) if disclosure of such information is required, exercise your best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which the Company so designates.
You understand that neither the Company nor its manager, members, employees, representatives or advisors has made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information, however, Company will use reasonable efforts to provide accurate and complete Confidential Information. You agree that neither the Company nor its manager, members, employees, representatives, or advisors will have any liability to you or any of your representatives or advisors resulting from the use of the Confidential Information.
The term “person” as used in this Agreement shall be interpreted broadly to include, without limitation, any corporation, company, partnership, limited liability company, individual or other entity. It is agreed that (i) all communications regarding a possible investment in the Company, and (ii) all requests for additional information regarding Company will be submitted or directed in a confidential fashion to True Ranch Hospitality, LLC, the Company’s Manager.
If you elect not to invest in the Company, of if the Company elects offer you the opportunity to invest in the Company, or otherwise, upon request to Company, you shall promptly delete any Confidential Information you have received, not retain any copies, extracts or other reproductions in whole or in part of such Confidential Information, and so certify in writing to the Company.
Company may terminate access to you and your Representatives to the Confidential Information at any time. Company has no duty or obligation to provide information, whether Confidential Information or otherwise, to you. Company has no duty to negotiate with you, may terminate negotiations with you at any time, and may negotiate with others. YOU ACKNOWLEDGE THAT THE GRANTING OF ACCESS TO THE COMPANY WEBSITE DOES NOT CONSTITUTE AN OFFER TO YOU TO PURCHASE ANY SECURITIES OF THE COMPANY AND NO SUCH OFFER SHALL OCCUR UNLESS EXPRESSLY STATED IN WRITING BY THE COMPANY.
This Agreement contains the entire understanding with respect to the matters contemplated by this Agreement and supersedes all prior written or oral communications, negotiations, understandings or agreement of any kind with respect to such matters. No amendment or modification of this Agreement shall be effective unless made or agreed to in writing. This Agreement shall be binding upon you, your Representatives and their respective successors and assigns and shall inure to the benefit of the Company and its respective successors and assigns. Any person agreeing to this Agreement on behalf of an entity hereby represents and warrants that they are authorized and duly empowered to accept the terms of this Agreement on your behalf. If any provision set forth in this Agreement relative to your being furnished with Confidential Information is deemed not enforceable in whole or in part, the remaining provisions set forth in this Agreement shall be enforceable notwithstanding the validity or invalidity of any other provisions. Any provision not enforceable in part shall be enforced to the extent valid and enforceable. No failure or delay by Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege under this Agreement.
You agree that Company shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to Company at law or in equity. You also agree that you will pay all costs and reasonable attorneys’ fees incurred by Company in the event of your breach or threatened breach of this Agreement.
Your obligations under this Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona applicable to contracts made and to be wholly performed in Arizona. This Agreement and Your obligations hereunder shall terminate two years after you first access the Company Website.