Pear Tree Inn St. Louis Convention Center Confidentiality Agreement
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (“Agreement”), is made and entered into on the date last below written (the “Effective Date”), by and between Convention Center Hotel Associates, a Missouri general partnership (“CCHA”) with a mailing and notice address of 13075 Manchester Road, Suite 200, St. Louis, MO 63131 and _________________________, a ___________________ (“Recipient”) with a mailing and notice address of ___________________________________________________.
WHEREAS, CCHA is the owner of certain real property located at 711 North Broadway in St. Louis, Missouri, which is improved with a Pear Tree Inn hotel, (the “Property”); and
WHEREAS, Recipient is interested in engaging in discussions and negotiations with CCHA regarding the possibility of Recipient purchasing the Property from CCHA (the “Transaction”); and
WHEREAS, Recipient has requested certain information from CCHA related to the Property which CCHA deems valuable, confidential and proprietary, including, but not limited to operating information and other records related to the Property; and
WHEREAS, CCHA desires to protect the proprietary and confidential nature of such information.
NOW, THEREFORE, in order to facilitate the discussions and negotiations between CCHA and Recipient and for other good and valuable consideration, the adequacy of which the parties acknowledge, the parties agree as follows:
1. Confidentiality of Confidential Information. All proprietary information received by Recipient from CCHA regarding CCHA and/or the Property (the “Confidential Information”) shall be and remain the property of CCHA and shall be used only to enable Recipient to evaluate the potential purchase of the Property and for no other purpose whatsoever. Recipient shall (i) maintain the confidentiality of the Confidential Information, (ii) direct its officers, employees, agents, and representatives to maintain such confidentiality, and (iii) not disclose any of such Confidential Information to any third party in any manner whatsoever, in whole or in part, without the express prior written authorization of CCHA, except to employees, agents and advisors of Recipient who need to know the Confidential Information for the purposes stated herein. Recipient shall be responsible for any disclosure of Confidential Information or any other breach of this Agreement by any of its employees, agents or advisors. Recipient shall use all reasonable efforts to maintain the Confidential Information as confidential, with such efforts to be no less than the degree of care employed by Recipient to preserve and safeguard its own confidential and propriety information, but in any event no less than a reasonable and prudent degree of care.
2. Notwithstanding the foregoing, this Agreement does not prohibit the disclosure of the following information:
a. information which at the time of the disclosure is generally available to the public, by publication or otherwise, through no act of Recipient or its representatives, or any other source bound by an obligation of confidentiality to CCHA; or
b. information which can be shown by Recipient to have been in its possession prior to the time of the disclosure to it and was not acquired, directly or indirectly, from CCHA or any other source bound by an obligation of confidentiality to CCHA.
3. Obligations. Nothing in this Agreement shall in any manner obligate either party to proceed with the Transaction, whether on the terms suggested by a party, or on any other terms. Recipient’ obligations to maintain the Confidential Information as confidential as provided in this Agreement shall survive any decision by a party to proceed or not to proceed with the Transaction. Recipient shall return or destroy all copies of any Confidential Information (in any format, including electronic) within five (5) business days after delivery of a written request from CCHA.
4. Enforcement. Recipient acknowledges and agrees that the breach of any of the provisions of this Agreement may cause CCHA substantial and irreparable loss and injury and CCHA may not have an adequate remedy at law. In the event of any such breach or violation, CCHA shall be authorized and entitled, in addition to pursuing any other rights available to it at law or in equity, to obtain from any court of competent jurisdiction, without the necessity of posting any sort of bond, any and all injunctive relief or restraining orders available to it, so as to prohibit, bar, and restrain any and all such breaches or violations by Recipient. If CCHA brings suit for the breach of any covenant, provision, condition or agreement contained herein, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and expenses incurred in connection therewith.
5. Compelled Disclosure. In the event that Recipient becomes legally compelled to disclose any of the Confidential Information, Recipient will provide CCHA with prompt notice thereof so that CCHA may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Recipient will furnish only that portion of the Confidential Information that is legally required to be furnished.
6. Non-Exclusive Remedy. The restrictions expressed in this Agreement are in no way intended to supersede or limit any rights which CCHA may have pursuant to state or federal law pertaining to trade secretes or Confidential Information, and, in the event any such federal or state law provides greater protections of any Confidential Information than the protections set forth in this Agreement, such greater protections shall apply.
7. Miscellaneous. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. Any amendment to or cancellation of the terms of this Agreement, to be effective, shall be made in writing and signed by both of the parties hereto or their respective successors or assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. This Agreement may be executed in one or more separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute and be one and the same instrument, and may be executed electronically. Facsimile or email copies of the executed signature pages of this Agreement shall be effective and binding upon the parties as if such signatures were original signatures.