Single Family Detached 95 Subdivision

To be able to share the most profitable opportunities with our clients, Strata SFR prioritizes confidentiality and the right to privacy above all else. You can review the Strata SFR NCNDA below and agree by checking the above box.

This Mutual Non-Disclosure and Non-Circumvention Agreement (“Agreement”) is made as of the Effective Date set forth below between the form submission party and
SECOND PARTY:
Strata SFR, LLC.
ENTITY STATE: North Carolina
PRIMARY CONTACT: Adam Stern
ADDRESS: 331 Alcove Road
Suite 300
Mooresville, NC 28117
PHONE: 704-746-3258
EMAIL: astern@stratasfr.com

BUSINESS PURPOSE: The exchange of information related to various projects in order to explore feasibility and/or mutual benefits of a business relationship and/or other mutual investment in a business that develops fi-nancial products (the “Business Purpose”), the Parties, also referred to as the “Recipients”, each recognize there is a need to disclose to one another certain confidential information of each party and to make introductions to another person or business entity to be used for the Business Purpose and to protect such confidential infor-mation from unauthorized use and disclosure or from cir-cumvention.

1. CONSIDERATION: In consideration of each party's disclosure of such information, the parties agree to be bound by the terms of this Agreement.

2. INFORMATION COVERED: This Agreement will apply to all information disclosed by one party to the other party, including, but not limited to, (a) any infor-mation, regardless of form, proprietary to or maintained in confidence by either party, including, without limita-tion, any information, technical data or know-how relat-ing to discoveries, ideas, inventions, concepts, software, equipment, designs, drawings, specifications, techniques, processes, systems, models, data, source code, object code, documentation, diagrams, flow charts, research, development, business plans or opportunities, business strategies, marketing plans or opportunities, marketing strategies, future projects or products, projects or prod-ucts under consideration, procedures, and information re-lated to finances, costs, prices, suppliers, vendors, cus-tomers and employees which is disclosed by either party or on its behalf whether directly or indirectly, in writing, orally or by drawings or inspection of equipment or software, to the other party or any of its employees or agents; and (b) any other information marked as confi-dential or, if not disclosed in writing, identified as con-fidential at the time of disclosure and summarized in a written document that is marked confidential and deliv-ered within thirty (30) days after the date of the disclo-sure (“Confidential Information”).

3. OBLIGATIONS: The receiving party (“Recipient”) agrees that (a) it will treat all Confidential Information of the other party with the same degree of care as such Re-cipient accords to its own Confidential Information, but in no case less than reasonable care; (b) it will not use, disseminate, or in any way disclose any Confidential In-formation of the disclosing party (“Discloser”), except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of Discloser or to the extent disclosure is requested or required by law, reg-ulation, or judicial process, and for any other purpose Discloser may hereafter authorize; and (c) it will deliver to Discloser, in accordance with any request from Dis-closer, all tangible embodiments of the Confidential In-formation including copies, notes, packages, pictures, di-agrams, computer memory media, and all other materials containing any portion of the Confidential Information; provided, however, that Recipient (i) may retain Confi-dential Information for legal or regulatory purposes or in accordance with the Recipient’s document retention poli-cy and (ii) shall not be required to destroy Confidential Information to the extent that such Information is con-tained in any backup tapes or other media pursuant to au-tomated archival processes in the ordinary scope of busi-ness.

4. MATERIAL NON-PUBLIC INFORMATION: The Parties when acting as a Discloser of Confidential In-formation, agree not to disclose any material non-public information which could restrict its constituent compa-nies from trading in the securities of any recipient or any third party without the prior written consent of other Par-ty until such time as no violation of applicable securities laws would result from such securities trading.

5. NON-CIRCUMVENTION: Neither party shall, during the Term of this Agreement, enter into any agreement, association, partnership, joint venture or other transaction for the purpose of developing any business opportunity introduced to it by the other party without the prior writ-ten consent of the introducing party except the extent that the Non-Discloser has an existing relationship with such entity, as evidenced by its records. The Discloser shall inform the Discloser of its contacts within twenty-four (24) hours in writing. The non-Discloser Party shall have 72 hours, exclusive of non-working days, to inform the Disclosing Party of any prior relationships with the said contact.

6. TERM; PERIOD OF CONFIDENCE: This Agree-ment is effective as of the Effective Date indicated above and shall terminate on the earlier of (a) the date on which either party receives from the other written notice that subsequent communications shall not be governed by this Agreement; and (b) third (3rd) anniversary of the Ef-fective Date. Recipient’s duty to protect the confidential information disclosed under this Agreement shall expire three (3) years after the date of termination of this Agreement.

7. INFORMATION NOT COVERED: Recipient will have no obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available to the public; (b) was acquired by Recipient before receiving such infor-mation from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Re-cipient by a third party, without restriction as to use or disclosure; (d) is information which Recipient can docu-ment was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Dis-closer. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reason-able advance notice sufficient to contest such requirement of disclosure.

8. NOT A PURCHASE CONTRACT: Nothing contained in this Agreement shall be construed to obligate in any way either Party to purchase or sell any goods or services or enter into any transaction whatsoever.

9. NO LICENSE GRANTED: Nothing in this Agreement shall be construed to imply the grant of any license to Recipient to make, use or sell, or otherwise commercial-ize any portion of the Confidential Information disclosed by Discloser. WARRANTY EXCLUSION: The parties expressly recognize that Confidential Information is pro-vided “AS IS.” DISCLOSER MAKES NO WARRAN-TIES, EXPRESS, IMPLIED, STATUTORY OR OTH-ERWISE WITH RESPECT TO THE CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES.

10. INJUNCTIVE RELIEF: Each party acknowledges that the unauthorized disclosure or use of Discloser’s Confi-dential Information by Recipient would cause irreparable harm and significant injury to Discloser, the degree of which may be difficult to ascertain. Accordingly, each party agrees that Discloser will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

11. COMPLIANCE WITH TECHNOLOGY TRANS-FER REGULATIONS: Recipient will not knowingly export or re-export, directly or indirectly through Recipi-ent’s affiliates, licensees, or subsidiaries, any portion of Confidential Information provided hereunder or under any ancillary Agreements hereto in violation of any por-tion of any applicable export rules or regulations.

12. ASSIGNMENT: Neither party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party delivered to the assigning Party prior to assignment.

13. CHOICE OF LAW: This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of North Carolina

14. NOTICE: Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, con-firmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed above or at such other address as may hereafter be furnished in writing by ei-ther party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.

15. ENTIRE AGREEMENT: This Agreement, and at-tached Exhibits, if attached hereto, are the complete and ex-clusive statement regarding the subject matter of this Agreement and supersede all prior Agreements, understand-ings and communications, oral or written, between the par-ties regarding the subject matter of this Agreement. Only a writing signed by the parties hereto may amend this Agreement.

16. COUNTERPARTS; FACSIMILE SIGNATURES: This Agreement may be signed in counterparts, and de-livered by facsimile, and such facsimile counterparts shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged.