This Non-Disclosure Agreement ("Agreement") is entered into by and between Hebgen Lake Development Inc, DBA Madison Arm Resort, located at 5475 Madison Arm Rd, PO Box 1410, West Yellowstone, MT 59758 ("Disclosing Party"), and the undersigned recipient ("Receiving Party").
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Purpose: The Disclosing Party may provide confidential and proprietary information to the Receiving Party for the purpose of evaluating a possible purchase, investment, financing, partnership, or other transaction involving Madison Arm Resort.
Confidential Information: Confidential Information includes non-public information relating to Madison Arm Resort, including financial records, tax returns, permits, licenses, lease documents, customer information, vendor information, operations, marketing, occupancy, pricing, and asset information.
Receiving Party agrees to:
1. Keep the Confidential Information confidential;
2. Use the Confidential Information only for evaluating a possible transaction involving Madison Arm Resort;
3. Not disclose the Confidential Information except to its attorneys, accountants, lenders, advisors, partners, investors, consultants, employees, or representatives who need the information for that purpose and who are told it is confidential;
4. Be responsible for any breach of this Agreement by anyone who receives the Confidential Information through the Receiving Party.
Non-Circumvention: The Receiving Party agrees not to contact or deal directly with parties relating to Madison Arm Resort's permits, leases, vendors, contractors, employees, or business relationships except through the Disclosing Party or with the Disclosing Party's written consent.
Exclusions: Confidential Information does not include information that is publicly available without breach of this Agreement, rightfully received from another source without confidentiality restrictions, already known by the Receiving Party, or independently developed without use of the Confidential Information.
No Obligation: This Agreement does not require either party to complete any transaction.
No Representation or Warranty: The Confidential Information is provided for evaluation purposes only. Except as may later be stated in a definitive written agreement, the Disclosing Party makes no representation or warranty as to its accuracy or completeness.
Term: This Agreement remains in effect for two (2) years from the date signed.
Governing Law: This Agreement is governed by the laws of the State of Montana, and any dispute shall be resolved in Gallatin County, Montana.
IN WITNESS WHEREOF, the parties agree as of the date signed below.
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