Skip to form
First name
*
Last name
*
Company name
*
Email
*
Website URL
*
State/Region
This Non-Disclosure Agreement (the “Agreement”), effective as of the date last entered below (the “Effective Date”), is made by and between Palmer Advisors LLC, herein referred to as the “Disclosing Party,” and the undersigned recipient (the “Recipient”). Collectively, Palmer Advisors LLC and the Recipient are referred to as the “Parties,” and individually as a “Party.”
In consideration of the potential evaluation of a business transaction with a certain content & publishing company (the “Potential Seller”) which the Recipient may wish to pursue with the Disclosing Party (the “Purpose”), the Recipient is interested in receiving certain non-public, confidential, or proprietary information from the Disclosing Party. The mutual covenants and the terms and conditions outlined below govern the Parties' agreement:
1. Confidential Information: All confidential and proprietary information, disclosed after the Effective Date by the Disclosing Party to the Recipient or its representatives, is deemed "Confidential Information." This encompasses, but is not limited to, past, present, and future financial details, customer and supplier specifics, business practices, marketing plans, intellectual property, the identity of the Potential Seller and that the Potential Seller is being evaluated for a potential business transaction, and all documents prepared that contain or derive from any such information.
2. Exclusions from Confidential Information: The term "Confidential Information" does not include data that is: a) Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; b) Received from a third party without breach of an agreement; c) Previously known to the Recipient without similar restrictions; or d) Independently developed by the Recipient without use of the Disclosing Party’s Confidential Information.
3. Recipient Obligations: The Recipient agrees to protect the Confidential Information with the same degree of care as its own confidential material, but not less than a reasonable degree. The Recipient shall use the Confidential Information solely for the Purpose and will restrict disclosure within its organization to those needing to know such information and who are bound by similar protective obligations.
4. Required Disclosure: Should legal or regulatory requirements compel the Recipient to disclose any Confidential Information, the Recipient must first notify the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy. Disclosure required under law shall be limited to the extent necessary.
5. Destruction of Confidential Information: Upon request by the Disclosing Party or upon the determination by the Parties that the Recipient and the Potential Seller do not intend to enter into a business transaction, the Recipient shall destroy all forms of the Confidential Information and confirm such destruction in writing, save for that which is required to be retained under reasonable document retention policies.
6. Term and Termination: This Agreement commences on the Effective Date and shall terminate 24 months thereafter, unless earlier terminated by either Party. Obligations regarding Confidential Information, Non-Solicitation and Non-Circumvention shall continue for 18 months post-termination.
7. No Transfer of Rights: No rights, title, or interests in any Confidential Information are granted hereunder by the Disclosing Party to the Recipient.
8. No Obligation: This Agreement imposes no obligation on the Disclosing Party to disclose any Confidential Information or proceed with any transaction.
9. Remedies: Any breach of this Agreement might not be adequately compensated by damages alone, thus entitling the Disclosing Party to seek injunctions or other equitable relief, without the necessity of posting bond.
10. Non-Solicitation and Non-Circumvention: The Recipient agrees not to hire or solicit any employee of the Potential Seller or use any Confidential Information to approach or divert business of the Potential Seller during the term of this Agreement, without written consent from the Disclosing Party. In addition, the Recipient agrees not to contact any of the Potential Seller’s employees, clients, landlords, vendors, suppliers relating to this Agreement, without prior written consent from the Disclosing Party.
11. Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
12. Notices: All notices under this Agreement are to be given in writing via email, effective upon sending if within normal business hours.
13. Intended Third Party Beneficiary: The Potential Seller shall be an intended third party beneficiary to this Agreement.
14. Miscellaneous: This Agreement constitutes the entire agreement between the Parties regarding its subject matter, superseding all prior agreements. Amendments must be in writing, and no waivers are effective unless explicitly stated.
By agreeing to these terms, the Parties acknowledge their understanding and acceptance of the conditions as outlined above.
Consent and Acknowledgment: By checking the box below, you acknowledge and agree that:
You have read, understood, and accept all terms and conditions contained in this Agreement.
Checking the box constitutes a legal signature confirming that you acknowledge and agree to the above terms without any reservations.
You consent to enter into this Agreement electronically and your checking of the box is an expression of your intent to be bound by the terms and conditions of this Agreement just as if you had physically signed it.
Non-Disclosure and Confidentiality Consent
*
Submit