This Non-Disclosure Agreement for Website (“Agreement”) is effective for each and every user of the Website for Bois D’Arc, LLC (“Bois D’Arc”). By utilizing this Bois D’Arc Website (“Website”)and accessing the information contained herein, the user (“Recipient”) agrees to all of the terms and conditions of this Agreement.
Recipient is utilizing the Website because Recipient is an investor in Bois D’Arc, and Recipient hereby agree as follows:
(a) Recipient agrees to keep absolutely all information on any password protected area of the Website (“Confidential Material”) strictly and absolutely confidential. However, the term “Confidential Material” shall be deemed to exclude all information that is or becomes generally available to the public through no action of Recipient.
(a) Recipient shall not disclose such Confidential Material to any third party without Bois D’Arc’s prior written consent (in Bois D’Arc’s sole discretion), provided that nothing in this Agreement will prevent Recipient from disclosing Confidential Material (i) as required by law, rule, regulation, other legal process or the rules of any national stock exchange applicable to such person or any of its affiliates, or (ii) that is or has become publicly available without breach of this Agreement by Recipient.
(b) Without Recipient’s prior written consent in each instance, Bois D’Arc will not disclose to any third party or person not affiliated with Bois D’Arc the fact that Recipient has entered into this Agreement or is assessing the Purpose.
To the extent, if any, that Confidential Material includes or reflects information of one or more third parties, Bois D’Arc represents and warrants to Recipient that Bois D’Arc has the legal right to share such information with Recipient pursuant to the terms hereof.
Upon Bois D’Arc’s written request, Recipient will destroy all Confidential Material in a manner consistent with its internal policies and procedures for document destruction, and instruct Representatives to whom Recipient has disclosed, or who are in possession of, such information to destroy it in a manner consistent with the Representative’s respective internal policies and procedures for document destruction; provided, however, that notwithstanding the foregoing, to the extent required by law, rule or regulation or in accordance with Recipient’s existing internal record keeping or archiving policies, Recipient is entitled to retain, in accordance with the terms of this Agreement, copies of any Confidential Material received by Recipient in connection with its evaluation of the Purpose. The absence of a request by the Bois D’Arc to destroy Confidential Material shall have no impact on Section 11 (“Term”) below.
If Recipient or any Representative is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, regulatory review, or other process) to disclose Confidential Material, Recipient will, to the extent permitted by laws, rules or regulations affecting Recipient,timely notify Bois D’Arc thereof to the extent reasonably practicable in the circumstances.
The Parties acknowledge that the transfer of Confidential Material does not constitute an agreement to enter into any investment-related or other agreement between the Parties. Neither Party is obligated to consummate the Purpose by reason of this Agreement. Each Party expressly reserves the right, in its sole discretion and at any time, to terminate discussions and negotiations with the other Party or to negotiate with one or more other persons or entities and enter into a definitive agreement for a transaction with such other persons or entities without prior notice to the other Party or any other person or entity.
Monetary damages may not be a sufficient remedy for any actual or threatened breach of any of the provisions of this Agreement, and either Party may seek specific performance and injunctive and other equitable relief as a remedy for any such breach. It is further understood and agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
This Agreement shall be binding solely upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Any assignment of this Agreement by either Party without the prior written consent of the other Party shall be void.
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of laws principles. Recipient and Bois D’Arc irrevocably and unconditionally consent hereby to submit to the nonexclusive jurisdiction of the United States District Court for Southern Indiana for any action, suit or proceeding arising out of or relating to this Agreement and hereby further irrevocably and unconditionally waive and agree not to plead in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted here from to the minimum extent necessary to cure such violation.
The terms and conditions of this Agreement, and all obligations of confidentiality contained herein, shall not expire unless revoked by Bois D’Arc.
This Agreement contains the entire agreement between Bois D’Arc and Recipient concerning the subject matter hereof, and merges all prior negotiations and drafts of the Parties, pertaining to the subject matter hereof. To the extent that any dataroom access agreement or other “click-on” or other agreement provided by or on behalf of Bois D’Arc contains terms inconsistent or contrary to the terms hereof, the terms hereof shall govern. This Agreement may only be modified or waived by separate writing by the Parties hereto, expressly modifying or waiving such agreement.
By clicking "Sign and Continue" below, you agree to our NDA Disclosure Form where upon confirming agreement you will be agreeing to a binding obligation of the parties.
If Recipient is in agreement with the foregoing, please sign and return a countersigned copy of this Agreement, whereupon this Agreement will be a binding obligation of the Parties.
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