THIS NONDISCLOSURE AGREEMENT (this “Agreement”) is made as of ________________ (the “Effective Date”) between Inspirato LLC (“Inspirato”) and _________________ (the “Company”):
1. Purpose. Inspirato wishes to disclose certain Confidential Information to Company (as defined below) in connection with a potential business relationship, as well as any ensuing business relationship (the “Purpose”). This Agreement describes the terms under which Confidential Information may be disclosed by Inspirato.
2. Definition of Confidential Information. “Confidential Information” means all information or material disclosed by Inspirato that should reasonably be understood by Company, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to Inspirato, an affiliate of Inspirato or a third party, and includes information relating to Inspirato’s business, including, without limitation, business plans, proposals, forecasts, financial data, customer and prospect lists and information, personnel data, Personal Information, contract information, properties, methods of operation, software (including, without limitation, source code, specifications, interfaces, data, works-in-process, prototype and test versions, design documents and documentation), trade secrets, inventions, discoveries, know-how, and other intellectual property. Confidential Information may be disclosed inwritten or other tangible form (including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.
3. Special Terms Concerning Personal Information. Notwithstanding anything to the contrary herein, Company shall only use information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly with a particular individual (“Personal Information”) provided by Inspirato or otherwise made available to Company in connection with the Purpose of this Agreement. Company agrees that it shall not collect, retain, use, or disclose any Personal Information except as necessary to evaluate the Purpose. Company further agrees that, upon Inspirato’s instruction, it will delete any Personal Information provided by Inspirato or otherwise made available to Company in connection with this Agreement.
4. Privacy. Company will follow and comply with all applicable standards and laws, e.g. California Consumer Privacy Act of 2018 (“CCPA”) or the European Economic Area’s General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and Payment Card Industry Data Security Standards, regarding any Personally Identifiable Information (“PII”), personal information, or personal data provided to Company. PII includes, but is not limited to: first and last name; Social Security number; driver’s license number; bank account number; credit card number; passport number; email address, phone number, address, birth date, etc.
5. Obligation of Nondisclosure. The Company agrees to hold Inspirato's Confidential Information in strictest confidence and to use it solely for the Purpose. Confidential Information may not be used for any other purpose and must not be disclosed to any third party without the prior written consent of Inspirato. The Company will apply the same level of confidential treatment to Inspirato’s Confidential Information as it does to its own Confidential Information and will restrict access to only those of its directors, officers, employees, representatives or advisors (including without limitation legal counsel, accountants, auditors, consultants, or financial advisors) (collectively, “Representatives”) who require access to the Confidential Information in order to carry out the Purpose. The Company must notify Inspirato in writing of any actual or threatened misuse or misappropriation of the Confidential Information of which Company may become aware. The Company acknowledges that it is and that its Representatives who are informed as to the matters that are the subject of this Agreement will be made aware that the United States securities laws would place restrictions on any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Company agrees that it will not use or permit any third party to use, and that it will direct its Representatives not to use or permit any third party to use, any Confidential Information in contravention of the United States securities laws.
6. Exceptions. Company’s obligations under this Agreement do not extend to information that is: (i) publicly known or subsequently becomes publicly known through no fault of Company; (ii) discovered or created by the Company before disclosure by Inspirato as evidenced by Company’s written records;(iii) learned by Company through legitimate means other than from Inspirato;or (iv) is disclosed by the Company with Inspirato’s prior written approval. The parties acknowledge that Company may be required to disclose Confidential Information pursuant to applicable law, court order or governmental regulatory agency rules and regulations, in which case the Company will furnish only that portion of the Confidential Information that it believes in good faith after consultation with counsel it is legally required to disclose.
7. No Publicity. Company agrees that it shall not make any public disclosures relating to the existence of this Agreement or the Purpose without the prior written consent of Inspirato.
8. Return of Materials. All Confidential Information, including all copies, must be promptly returned or certified as destroyed by Company within five days of (i) Inspirato’s request; or (ii) expiration or termination of this Agreement.
9. Term; Termination. This Agreement begins on the Effective Date and will remain in effect for one year thereafter. Company’s duty of confidentiality will survive for two years after the effective date of termination or expiration. Subject to Company’s obligations of confidentiality, either party may terminate this Agreement upon 30 days written notice to the other party.
10. Injunctive Relief. The parties agree that Inspirato will suffer irreparable harm if Company breaches this Agreement and monetary damages would be substantial. If Company breaches, or threatens to breach this Agreement, Inspirato will be entitled to injunctive or other relief as necessary to restrain Company, without proving actual damages and without posting a bond.
11. No Obligation to Enter Into Transaction. Neither this Agreement nor any action taken in connection with this Agreement by either party will give rise to any obligation on the part of either party to (i) engage in any discussions or negotiations with the other party or any of the other party’s representatives beyond the exchange of Confidential Information, or (ii) pursue or enter into any transaction or ensuing business relationship of any nature with the other party.
12. General Provisions.
(a) Notice. Any notice, demand or communication which either party may desire or be required to give to the other party shall be in writing and shall be deemed sufficiently given or rendered if delivered via electronic mail or sent via overnight mail delivery, addressed as follows:
If to Inspirato:
Inspirato LLC
1544 Wazee Street
Denver, CO 80202
Attn: Legal Department
Email: Legal@inspirato.com
If to Company:
Attn:
Email:
(b) Publicity. Neither party may issue a press release or make a public statement concerning this Agreement, the Purpose, or the fact that the parties have entered in to discussions without the prior written approval of the other party.
(c) Governing Law. This Agreement is governed by Colorado law, without regard to its conflicts of laws principles.
(d) Jurisdiction and Venue. Exclusive jurisdiction and venue for any legal action under this Agreement is the Denver County Colorado District Court or the U.S. District Court for the District of Colorado. The parties waive their rights to trial by jury in any legal action under this Agreement.
(e) Remedies Cumulative. The rights and remedies in this Agreement are cumulative and are in addition to all rights and remedies available under law (unless waived in this Agreement). By exercising any right or remedy a party does not waive any other available right or remedy.
(f) Relationship of Parties. Nothing in this Agreement creates a partnership, joint venture, or similar relationship between the parties. Neither party may bind the/any other party or hold itself out as having authority to bind the other party.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile or other electronic method, which taken together form the Agreement and will be binding as if the original signatures are on one document.
