1. In consideration of the information furnished and presented to me by Stonegate Capital Markets, Inc. (“Advisor”) regarding the company identified in the “Company Name” field below (the “Company”) in connection with a potential growth-capital raise, sale of a controlling interest, or both (the “Proposed Transaction”), I agree that the information, and the fact that the Company is considering the Proposed Transaction, are confidential and that the information obtained will be used solely for purposes of evaluating or pursuing the Proposed Transaction involving the Company. Unless we agree otherwise in writing, I will not disclose that the Company is considering the Proposed Transaction or reveal any information obtained about the Company for one (1) year from the date that the information is provided to me. I will not share any information with anyone other than my attorney, accountant, banks or other financing sources, immediate family, investment committee members, partners, affiliates, and employees of my company (if any) who are directly participating in the evaluation of this information for the sole purpose of evaluating or pursuing the Proposed Transaction involving the Company on my behalf, and I will ensure that such persons maintain the confidentiality of the information.
2. Confidential Information shall include information relating to non-public, confidential and proprietary operations, properties, personnel, financial information, materials, products, technology, computer programs, manuals, business plans, software, marketing plans, and other information disclosed or submitted, orally, in writing, or by any other media, to the Undersigned by the Company. The Undersigned agrees that the Confidential Information is to be considered confidential and proprietary to the Company, and the Undersigned shall hold the same in confidence and shall not use the Confidential Information other than for purposes of evaluating or pursuing the Proposed Transaction involving the Company.
3. The parties agree that information shall not be deemed to be confidential or proprietary and the Undersigned shall have no obligation with respect to information which:
a. is or becomes publicly known through no neglect or wrongful act of the Undersigned; or
b. is required to be disclosed by any order of a governmental agency, legislative body or court of competent jurisdiction.
4. I understand that the Advisor has an engagement agreement or other contract with the Company and/or its owners with respect to the Proposed Transaction, which provides for payment of a fee or other compensation to the Advisor, and I agree not to interfere in any way with the Advisor’s right to such fee or compensation in connection with the Proposed Transaction. I agree that I will not contact the Company, its owners, management, or employees directly unless given prior permission by Advisor and will keep Advisor informed of any potential progress in evaluating or pursuing the Proposed Transaction involving the Company. I acknowledge that the Advisor does not make any representation or warranty as to the accuracy or completeness of information about the Company; any such representations or warranties will be made, if at all, in definitive agreements among the Company, its owners, and the prospective investor, lender, or buyer, as applicable. I agree that the Advisor assumes no liability for information about the Company.
5. If you do not pursue the Proposed Transaction, you will delete all copies of information that are provided about the Company.
6. Please fill out the information below. This Agreement applies only to the Company identified in the “Company Covered by this Agreement” field below. The Company and/or its owners have requested that confidential information be shared only with qualified prospective investors, lenders, or buyers.