In connection with a possible acquisition of a listing of Sports Club Advisors referred to above (the “Company”), the person and/or entity with the address set forth below (“Buyer”) has requested access to certain confidential business information, financial records, trade secrets or proprietary information ("Information") of Company.
In consideration of any disclosure and any negotiations concerning the proposed business relationship, Buyer agrees as follows:
1. BUYER will hold in confidence and shall use the Proprietary Information only to evaluate a potential acquisition, sale, merger, or investment in the Company (a “Transaction”) unless that information:
a) is in the public domain;
b) was properly known to BUYER, without restriction, prior to disclosure by Company; or
c) was properly disclosed to BUYER by another person which disclosure was not in violation of a nondisclosure agreement between that person and the Company.
2. BUYER agrees not to disclose the name of the Company or the fact that it is considering a Transaction to anyone other than its responsible officers or advisors. In addition, Proprietary Information shall only be disclosed to the extent necessary to advisors (1) who need to know such Information for the purpose of a transaction within the scope of this Agreement, (2) who are informed of the confidential nature of such Information, (3) who are directed to treat such Information confidentially and (4) who will sign and deliver to JWC, if so requested, an agreement substantially in the form of this agreement acknowledging the confidentiality of the Proprietary Information. Furthermore, BUYER shall not solicit any customer or employee of the Company without first obtaining permission from Company.
3. If the Company or BUYER decide not to proceed with the proposed Transaction or if so requested by Company, BUYER will promptly destroy or return all Proprietary Information and all copies, extracts and other objects or items in which it may be contained or embodied, provided that BUYER may retain one archival copy if required by law to do so.
4. BUYER will promptly notify the Company of any unauthorized release of Proprietary Information.
5. BUYER acknowledges and agrees that due to the unique nature of the Proprietary Information, any breach of this agreement would cause irreparable harm to Company for which damages are not an adequate remedy and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law.
6. The terms of this Nondisclosure Agreement will remain in effect with respect to the Proprietary Information for a period of 2 years from the date hereof.
7. The prevailing party in any dispute or legal action regarding the subject matter of this Nondisclosure Agreement shall be entitled to recover attorneys' fees and costs. This agreement shall be governed by the internal laws of the State of Illinois, without regard to any laws of conflicts and the parties agree to submit to jurisdiction in the State of Illinois in connection with any dispute arising hereunder. Buyer acknowledges and agrees that the Company is a third-party beneficiary of this Agreement.
Acknowledged and agreed on
