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Before accessing the Rosenthals Greenville confidential investment memorandum, please review and sign the Non-Disclosure Agreement below. This agreement is between you and Rosenthals Holdings LLC, a Minnesota limited liability company.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below, by and between Rosenthals Holdings LLC, a Minnesota limited liability company ("Company"), and the undersigned Recipient.
1. Purpose
The Company and the Recipient wish to engage in discussions regarding a potential equity investment in Rosenthals Greenville, LLC (the "Purpose"). In connection with these discussions, the Company may disclose certain confidential and proprietary information.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by the Company to the Recipient, whether orally, visually, or in writing, including but not limited to:
Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was lawfully known by the Recipient prior to disclosure, or is independently developed by the Recipient without use of the Confidential Information.
3. Confidentiality Obligations
Recipient agrees to:
4. Non-Competitive Use
The Recipient agrees that the Confidential Information shall not be used, directly or indirectly, to evaluate, invest in, advise, operate, or support any business competitive with the Company, nor to create benchmarks, models, or strategies derived from the Confidential Information, other than for the Purpose.
5. Non-Solicitation
For a period of two (2) years from the date of this Agreement, the Recipient agrees not to solicit or induce any employee, contractor, vendor, supplier, or landlord of the Company, regardless of how the Recipient became aware of such individuals, without the Company's prior written consent.
6. Scope of Disclosure
The Recipient acknowledges that the Confidential Information is provided solely for preliminary evaluation purposes and does not constitute a complete or comprehensive financial or operational disclosure of the Company.
7. Forward-Looking Information
The Confidential Information may include projections, estimates, and forward-looking statements based on assumptions and subject to uncertainty. The Company makes no representation or warranty as to the accuracy or completeness of such information. Recipient is encouraged to conduct independent due diligence prior to making any investment decision.
8. Accredited Investor Status
Recipient represents and warrants that they are an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and that they have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a potential investment.
9. No License or Obligation
Nothing in this Agreement grants Recipient any rights, licenses, or ownership interest in the Confidential Information, nor obligates either party to proceed with any transaction or business relationship.
10. Term
This Agreement shall commence on the date signed and remain in effect for two (2) years, provided that confidentiality obligations relating to trade secrets shall survive for so long as such information remains a trade secret.
11. Return or Destruction
Upon the Company's written request, Recipient shall promptly return or destroy all Confidential Information and any copies thereof, and certify such destruction in writing upon request.
12. Remedies
Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Company for which monetary damages may be inadequate. The Company shall be entitled to seek injunctive relief and any other remedies available at law or equity, without the necessity of proving actual damages or posting bond.
13. Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
14. Electronic Signature
The parties agree that electronic signatures, including signatures submitted through the Rosenthals investor portal, shall be deemed valid and binding to the same extent as original signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. A record of this Agreement, including the date, time, and email address of the signatory, shall be retained by the Company.
15. Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts of Macon County, North Carolina. This Agreement constitutes the entire understanding between the parties with respect to confidentiality and supersedes all prior discussions or understandings relating thereto.
Confidential · For Accredited Investors Only · Rosenthals Holdings LLC · Highlands, NC