Chapter 6 - FORM 6D • NON-DISCLOSURE AGREEMENT

• Jurisdiction: Colorado

FORM 6D • NON-DISCLOSURE AGREEMENT

CONFIDENTIALITY AND NON-CIRCUMVENT AGREEMENT

This CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT (the "Agreement"), dated as of ___, 202_, is by and between, PARTY ONE and PARTY TWO. Party One and Party Two are collectively referred to herein as the "Parties" and individually as a "Party". A Party that provides Confidential Information pursuant to this Agreement is defined as a "Disclosing Party" and a Party that receives Confidential Information pursuant to the terms of this Agreement is defined as a "Receiving Party".

whereas, Party One and Party Two contemplate discussing their potential joint participation in one or more business opportunities presented by Party Two related to the purchase, financing, environmental remediation, re-positioning, and re-sale of real estate (each, a "Potential Transaction"); and

whereas, in connection therewith, Party Two may disclose certain proprietary information about a Potential Transaction to Party One, and each Party may disclose confidential information about itself or its business to the other Party; and

whereas, the Parties wish to define their respective rights and obligations with respect to the use and protection of Confidential Information (as defined below) in this Agreement.

now, therefore, in consideration of the agreements, representations, promises, warranties and covenants contained in this Agreement, the Parties hereby agree as follows:

1. Definitions. For the purposes of this Agreement, "Confidential Information" shall mean any and all information and data that the Disclosing Party furnishes to the Receiving Party, whether written, visual or oral, tangible or intangible, in whatever form or medium received, that is (A) information related to a Potential Transaction, including without limitation, the names or identities of entities, persons, and facilities, and any and all documents, reports, analyses, drawings, specifications, proposals, strategies, cost data, and all technical, commercial, financial, environmental, process and economic information or analysis, and/or (B) information related to the Disclosing Party and its Affiliates (as defined below), including their respective business strategies, finances, cash flow, projections, properties, customers, operations, staff (including employees and contractors), management (including officers and directors), and any other information concerning the Disclosing Party and its business. "Representative", as used herein, shall mean a Party's directors, officers, employees, auditors, advisors, counsel and Affiliates, and such Affiliate's directors, officers, employees, auditors, advisors and counsel. "Affiliate", as used in this Agreement, shall include a Party's members, partners, and any person or entity that such Party controls, is controlled by or is under common control with such Party. In the case of Party One, Representatives shall include potential lenders or investors in...