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NON-DISCLOSURE AGREEMENTTHIS AGREEMENT (the "Agreement”) is entered into on this ____day of ___________, 2024by and between 4 B’s Realty, L.L.C. with offices at 26 Harbor Park Drive, Port Washington, New York11050 (“Disclosing Party”), and ___________________, with an office located at __________________(“Receiving Party”, and together the “Parties”).The Parties hereto desire to engage in discussions of a possible business transaction (the“Transaction”) regarding the real property located at 325 Meeting House Lane, Southampton, New York(the “Property”). Receiving Party acknowledges it has been advised that Newmark & Company RealEstate, Inc., a New York corporation d/b/a Newmark (“Agent”) is acting as the sole and exclusive agent to4 B’s Realty, L.L.C., fee owner (“the “Owner”) of the Property. Such discussions will be able to proceedwith more candor and be more productive if the Disclosing Party could share certain proprietary informationwith the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained inthis Agreement, and other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Parties hereto agree as follows:1. Definition of Confidential Information.(a) For purposes of this Agreement, “Confidential Information” means any data orinformation that is proprietary to the Disclosing Party and not generally known to the public, whether intangible or intangible form, whenever and however disclosed, including, but not limited to: (i) anymarketing strategies, plans, financial information, or projections, operations, sales estimates, business plansand performance results relating to the past, present or future business activities of such party, its affiliates,subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii)any scientific or technical information, invention, design, process, procedure, formula, improvement,technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs,development tools, specifications, computer software, source code, object code, flow charts, databases,inventions, information and trade secrets; and (v) any other information that should reasonably berecognized as confidential information of the Disclosing Party. Confidential Information need not be novel,unique, patentable, copyrightable or constitute a trade secret to be designated Confidential Information.The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party,has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Partyregards all its Confidential Information as trade secrets.(b) Notwithstanding anything in the foregoing to the contrary, ConfidentialInformation shall not include information which: (i) was known by the Receiving Party prior to receivingthe Confidential Information from the Disclosing Party; (b) becomes rightfully known to the ReceivingParty from a third-party source not known (after diligent inquiry) by the Receiving Party to be under anobligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through nofault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosedin a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law orregulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made;and (e) is or has been independently developed by employees, consultants or agents of the Receiving Partywithout violation of the terms of this Agreement or reference or access to any Confidential Information.2. Disclosure of Confidential Information.From time to time, the Disclosing Party may disclose Confidential Information to theReceiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to itsdirectors, officers, employees, agents or representatives (collectively “Representatives”) who have a needto know such Confidential Information in connection with the current or contemplated business relationship
NDA – 325 Meeting House LanePage 2between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representativesof the proprietary nature of the Confidential Information and of the obligations set forth in this Agreementand require such Representatives to keep the Confidential Information confidential; (c) shall keep allConfidential Information strictly confidential by using a reasonable degree of care, but not less than thedegree of care used by it in safeguarding its own confidential information; and (d) not disclose anyConfidential Information received by it to any third parties (except as otherwise provided for herein). Eachparty shall be responsible for any breach of this Agreement by any of their respective Representatives.3. Use of Confidential Information.The Receiving Party agrees to use the Confidential Information solely in connection withthe current or contemplated business relationship between the parties and not for any purpose other than asauthorized by this Agreement without the prior written consent of an authorized representative of theDisclosing Party. No other right or license, whether expressed or implied, in the Confidential Informationis granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in theDisclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of theDisclosing Party and any modifications and improvements thereof by the Receiving Party shall be the soleproperty of the Disclosing Party.4. Compelled Disclosure of Confidential Information.Notwithstanding anything in the foregoing to the contrary, the Receiving Party maydisclose Confidential Information pursuant to any governmental, judicial, or administrative order,subpoena, discovery request, regulatory request or similar method, provided that the Receiving Partypromptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosureso that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protectiveorder or other appropriate remedy to preserve the confidentiality of the Confidential Information; providedin the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted atDisclosing Party), the Receiving Party may promptly comply with such request provided the ReceivingParty give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. TheReceiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable,the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstandingthe foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and theReceiving Party is legally requested or required to disclose such Confidential Information, disclosure ofsuch Confidential Information may be made without liability.5. Term.This Agreement shall remain in effect for a two-year term (subject to a one-year extensionif the parties are still discussing and considering the Transaction at the end of the second year).Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that wasdisclosed during term shall remain in effect indefinitely.6. Remedies.Both parties acknowledge that the Confidential Information to be disclosed hereunder is ofa unique and valuable character, and that the unauthorized dissemination of the Confidential Informationwould destroy or diminish the value of such information. The damage to Disclosing Party that would resultfrom the unauthorized dissemination of the Confidential Information would be impossible to calculate.Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive reliefpreventing the dissemination of any Confidential Information in violation of the terms hereof. Suchinjunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.
NDA – 325 Meeting House LanePage 3Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurredin obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailingparty shall be entitled to recover its reasonable attorney’s fees and expenses.7. Return of Confidential Information.Receiving Party shall immediately safeguard the Confidential Information providedhereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivativeinformation deriving there from and all other documents or materials (“Notes”) (and all copies of any ofthe foregoing, including “copies” that have been converted to computerized media in the form of image,data or word processing files either manually or by image capture) based on or including any ConfidentialInformation, in whatever form of storage or retrieval, upon the earlier of (i) the completion or terminationof the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii)at such time as the Disclosing Party may so request; provided however that the Receiving Party may retainsuch of its documents as is necessary to enable it to comply with its document retention policies.Alternatively, the Receiving Party, upon request, certify in writing such safeguarding by an authorizedofficer of the Receiving Party.8. Notice of Breach.Receiving Party shall notify the Disclosing Party immediately upon discovery of anyunauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, orany other breach of this Agreement by Receiving Party or its Representatives, and will cooperate withefforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Informationand prevent its further unauthorized use.9. No Binding Agreement for Transaction.The parties agree that neither party will be under any legal obligation of any kindwhatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specificallyagreed to herein. The parties further acknowledge and agree that they each reserve the right, in their soleand absolute discretion, to reject any and all proposals and to terminate discussions and negotiations withrespect to a Transaction at any time. This Agreement does not create a joint venture or partnership betweenthe parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transactiondocuments entered into between the parties (or their respective affiliates) for the Transaction shall supersedethis Agreement. In the event such provision is not provided for in said transaction documents, thisAgreement shall control.10. Warranty.Each party warrants that it has the right to make the disclosures under this Agreement. NOWARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER.The Parties acknowledge that although they shall each endeavor to include in the Confidential Informationall information that they each believe relevant for the purpose of the evaluation of a Transaction, theyunderstand that no representation or warranty as to the accuracy or completeness of the ConfidentialInformation is being made by the Disclosing Party. The Disclosing Party is under no obligation under thisAgreement to disclose any Confidential Information it chooses not to disclose. Neither party hereto shallhave any liability to the other party or to the other party’s Representatives resulting from any use of theConfidential Information except with respect to disclosure of such Confidential Information in violation ofthis Agreement.
NDA – 325 Meeting House LanePage 411. Miscellaneous.(a) This Agreement constitutes the entire understanding between the parties andsupersedes any and all prior or contemporaneous understandings and agreements, whether oral or written,between the parties, with respect to the subject matter hereof. This Agreement can only be modified by awritten amendment signed by the party against whom enforcement of such modification is sought.(b) The validity, construction and performance of this Agreement shall be governedand construed in accordance with the laws of the State of New York applicable to contracts made and to bewholly performed within such state, without giving effect to any conflict of laws provisions thereof. TheFederal and state courts located in Suffolk County shall have sole and exclusive jurisdiction over anydisputes arising under the terms of this Agreement.(c) Any failure by either party to enforce the other party’s strict performance of anyprovision of this Agreement will not constitute a waiver of its right to subsequently enforce such provisionor any other provision of this Agreement.(d) Although the restrictions contained in this Agreement are considered by the partiesto be reasonable for the purpose of protecting the Confidential Information, if any such restriction is foundby a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten orinterpreted to include as much of its nature and scope as will render it enforceable. If it cannot be somodified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and theremainder of the Agreement will be enforced as if such provision was not included.(e) Any notices or communications required or permitted to be given hereunder maybe delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailedby certified mail, return receipt requested, postage prepaid, in each case, to the address of the other partyfirst indicated above (or such other addressee as may be furnished by a party in accordance with thisparagraph). All such notices or communications shall be deemed to have been given and received (a) inthe case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery bya nationally recognized overnight carrier, on the third business day following dispatch and (c) in the caseof mailing, on the seventh business day following such mailing.(f) This Agreement is personal in nature, and neither party may directly or indirectlyassign or transfer it by operation of law or otherwise without the prior written consent of the other party,which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extendto and be binding upon the parties to this Agreement and their respective successors, assigns and designees.(g) Paragraph headings used in this Agreement are for reference only and shall not beused or relied upon in the interpretation of this Agreement.(h) This Agreement may be executed in any number of counterparts, each of whichshall be an original and all of which together shall constitute a fully executed agreement, with the sameeffect and validity as a single agreement signed by all the parties. Digital and emailed signatures shall havethe same validity and effect as original signatures.(i) The Receiving Party acknowledges and affirms that Owner and Agent shall notpay any commission, finder’s fee, consulting fee or any similar type of fee or payment to any person otherthan Agent.[SIGNATURE PAGE TO FOLLOW]
NDA – 325 Meeting House LanePage 5IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe date first above written.DISCLOSING PARTY:4 B’s Realty, L.L.C.ByName: Lee J. BrodskyTitle: Authorized RepresentativeRECEIVING PARTY:_______________________By: __________________Name:Title: