1. Purpose
Both the Disclosing Party and Receiving Party intend to disclose to one another certain confidential and proprietary information ("Confidential Information") for the purpose of evaluating, selecting, building, marketing, or buying a storage facility/facilities and/or land for a storage facility/facilities.
2. Definition of Confidential Information
“Confidential Information” includes all non-public, written, oral, or electronic information provided by the Disclosing Party, including but not limited to:
Financial data
Lease agreements
Purchase agreements
Property details
Tenant or ownership information
Marketing or sale strategies
Architectural documents
Any related documentation not publicly available
3. Obligations of Receiving & Disclosing Party
Both Parties agree to:
a) Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the other Party;
b) Use the Confidential Information solely for the Purpose stated above;
c) Limit disclosure of the Confidential Information to those employees, agents, or prospective clients who need to know such information and who are bound by similar confidentiality obligations;
d) Take reasonable measures to protect the Confidential Information from unauthorized use or disclosure.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
a) Is or becomes publicly available through no fault of either party;
b) Was already known to either party prior to disclosure;
c) Is disclosed by a third party legally entitled to make such disclosure;
d) Is independently developed by either party without reference to the Confidential Information.
5. Term
This Agreement shall remain in effect for a period of two (2) years from the date of execution or until such time as all Confidential Information no longer qualifies as confidential, whichever occurs first.
6. No Obligation to Proceed
This Agreement does not obligate either Party to enter into any further agreement or transaction. Either Party may terminate discussions at any time without obligation or liability to the other.
7. Return or Destruction of Information
Upon request, the other party shall promptly return or destroy all copies of Confidential Information in its possession.
8. Remedies
The Parties agree that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, either party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
9. Governing Law
This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Colorado, USA.
10. Entire Agreement
This Agreement represents the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior discussions or agreements.
Self Storage/Toy Storage Investor/Owner Signature
For purposes of creating a binding contract in determining the rights and obligations under such contract in any court of law, the parties acknowledge that a signature reproduced by either digital signature, electronic signature, facsimile or photocopy shall have the same force and effect as an original signature and that the original and any such copies shall be deemed one and the same document. In the event this Non-Disclosure Agreement is submitted electronically, this agreement is provided under the Uniform Electronic Transactions Act – Col. Rev. Stat. §§ 24-71.3-101 et seq. By submitting this agreement, you are confirming your agreement to submit this Non-Disclosure Agreement electronically, and your indication of agreement, along with information provided, will have the same force and affect as if this agreement was submitted manually and your manual signature was provided. You should retain a copy of this agreement for your records.
