Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of your electronic signature below (the “Effective Date”), by and between Rosemere Mansion LLC, a Missouri limited liability company, together with its owners, affiliates, and authorized representatives (“Company”); and you, the signer named below, together with your affiliates and authorized representatives (“Recipient”).

Company and Recipient are each a “Party” and together the “Parties.” The Parties wish to explore a potential investment in, and business relationship concerning, Company’s assisted living and adult day care properties (the “Business Purpose”), which will require the exchange of confidential and proprietary information. In consideration of the mutual promises below, the Parties agree as follows.

1. Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether oral, written, electronic, or observed, relating to the Disclosing Party’s business, including without limitation: financial statements, pro forma projections, rent rolls, occupancy and census data, staffing plans, licensing and regulatory materials, property information, business plans, investor terms, valuations, and any other information a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

2. Use and Protection of Confidential Information

• The Receiving Party will use Confidential Information solely to evaluate and pursue the Business Purpose.
• The Receiving Party will protect Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
• The Receiving Party will not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its own officers, employees, advisors, and representatives who need to know it for the Business Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.
• The Receiving Party will not use Confidential Information to compete with, or to circumvent, the Disclosing Party.

3. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will, to the extent legally permitted, promptly notify the Disclosing Party before disclosure so the Disclosing Party may seek a protective order or other appropriate remedy.

4. No License or Obligation

Nothing in this Agreement obligates either Party to proceed with any transaction, investment, or business relationship, or grants any license or ownership interest in the other Party’s Confidential Information, intellectual property, or business.

5. Term

This Agreement is effective as of the Effective Date and will remain in effect for two (2) years, unless earlier terminated by either Party on 30 days’ written notice. The confidentiality obligations in this Agreement will survive for three (3) years after termination or expiration.

6. Return or Destruction of Materials

Upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all materials containing Confidential Information and confirm such return or destruction in writing, except for one archival copy retained solely for legal compliance purposes.

7. No Warranty

All Confidential Information is provided “as is.” The Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Confidential Information, including any financial projections or pro forma figures, which are estimates only and not a guarantee of future performance.

8. Governing Law

This Agreement is governed by the laws of the State of Missouri, without regard to conflict-of-law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Jackson County, Missouri.

9. Remedies

The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages alone would be inadequate, and that the non-breaching Party is entitled to seek injunctive relief in addition to any other available remedy.

10. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions or agreements, written or oral, on that subject. This Agreement may only be amended in writing signed by both Parties.