This Confidentiality Agreement (this “Agreement”), dated as of 2025, is by and between the undersigned (the “Receiving Party”) and Beyond Paradise Manager, LLC, a Texas limited liability company (“Company” or the “Disclosing Party”). The Disclosing Party and the Receiving Party are henceforth collectively referred to as the “Parties.” This Agreement is intended to preserve the confidentiality and/or proprietary status of information to be disclosed by the Disclosing Party to the Receiving Party in discussions between representatives of the Parties concerning continuous and mutual cooperation and business development for various products offered by respective Parties in the market (“Transaction”).
For the Parties to evaluate the desirability of the Transaction, Disclosing Party may disclose to Receiving Party, its partners, members and affiliates as well as any direct or indirect investors and shareholders in the Receiving Party, officers, directors, employees, attorneys, experts and advisors, representatives, agents, (potential) co-investors and (potential) providers of debt and/or equity financing for the Transaction (collectively, “Receiving Party’s Representatives”) certain confidential and/or proprietary information concerning Disclosing Party and the Transaction.
“Confidential Information” means all non-public information, written, electronic or oral and in any format or medium, pertaining or relating to Disclosing Party or the Transaction, which has been or will be furnished by Disclosing Party to Receiving Party or Receiving Party’s Representatives. The term “Confidential Information” will not, however, include information that (i) is or becomes publicly available other than as a result of a disclosure by Receiving Party in violation of this Agreement, (ii) is or becomes available to Receiving Party on a non-confidential basis from a source that – to the Receiving Party’s knowledge – does not have a duty of confidentiality with regard to the Confidential Information; (iii) was already in Receiving Party’s possession or the possession of Receiving Party’s Representatives prior to receiving such information from Disclosing Party or (iv) is developed independently by Receiving Party or Receiving Party’s Representatives without use of the Confidential Information.
Receiving Party acknowledges that in the event of any breach of this Agreement by Receiving Party, or any of Receiving Party’s Representatives, Disclosing Party will suffer irreparable injury, for which no remedy at law will afford Disclosing Party adequate compensation. Accordingly, Receiving Party agrees that Disclosing Party will be entitled to seek specific performance of the obligations under this Agreement and to injunctive relief and such further remedies as may be granted by a court of competent jurisdiction in a an event of any such breach, in addition to any other remedies that may be available at law or in equity.
By checking the box above and signing below, I agree to be bound by the terms of this Confidentiality Agreement.
