Request Due Diligence Access
Please fill out and submit the form below to request access to due diligence for this property. If you agree with the terms of the NDA, please check the "Approve NDA" box and submit. By submitting this form, you agree to the Terms and Conditions of the Confidentiality Agreement.
If you would like to modify the NDA, please download the Word version, make your changes, and attach the revised version to the form or email it to Jonathan@stream-cp.com.
Once we receive your NDA, we will contact you with login information.
Ladies and Gentlemen: In connection with the potential acquisition by you or one of your affiliates (“you”) of either or both of the real properties located at 531 Sandy Circle and 546 Montgomery Avenue, Oxnard, California (the “Real Property”) immediately followed by a leaseback from you (the “Proposed Transaction”) to Acme Cryogenics, LLC or one of its affiliates or subsidiaries (“ACME”, “we” or “us”), you have requested certain financial and other confidential information from us. We are willing to disclose to you, in accordance with the terms hereof, oral and written information which is either non-public, confidential or proprietary in nature concerning, without limitation, information relating to the Real Property and the business, finances, organizational structure, operations and liabilities of ACME, whether such information is prepared or delivered by us or our officers, directors, employees, consultants, advisors or agents (“Representatives”) or otherwise. All of such information which is furnished to you by us or on our behalf or any of our Representatives in connection with the Proposed Transaction, whether furnished on or after the date of this agreement, is hereinafter referred to as the “Information”. Information shall be deemed to include all material consisting of documents, memoranda, notes and any other writings whatsoever prepared by you to the extent such items contain the Information. We therefore propose the following agreement:
1. You agree to (a) keep confidential and not disclose any Information which has been or may be observed by you or received directly or indirectly by you from us or our respective Representatives, other than to your Representatives who need to know such information in connection with evaluating the Proposed Transaction (the “Permitted Purpose”), (b) not use any Information other than in connection with the Permitted Purpose or for internal compliance or control purposes and (c) diligently take commercially reasonable steps to protect against disclosure of the Information; provided, that in any event your Representatives shall be informed by you of the confidential nature of the Information and shall be instructed to abide by the provisions of this agreement. You agree to promptly advise us in writing in the event you learn of any unauthorized use or disclosure of any Information by you or any of your Representatives in breach of this agreement, and you shall be responsible for any breach of this agreement by your Representatives as if the Representatives were a party hereto.
2. The confidentiality obligations contained herein shall not extend to any portion of the Information which:
(a) is now or hereafter becomes generally available to the public, other than as a result of a disclosure by you in violation of this agreement;
(b) was in your possession or the possession of your Representatives prior to being furnished to you hereunder; or
(c) may hereafter be available to you or your Representatives on a non-confidential basis from a third party that is not, as far as you are aware, in violation of any confidentiality obligation (legal, fiduciary or contractual) to us regarding such Information by virtue of such disclosure.
3. If you are required, as a result of a judicial or regulatory proceeding, by subpoena, civil investigative demand or other similar legal process to disclose any of the Information, you will, to the extent legally permitted, notify us promptly so that we may seek a protective order or other appropriate remedy or, in our sole discretion, waive compliance with the terms of this agreement; provided, however, you and your Representatives shall not be required to give notice to us if the disclosure is made to a bank examiner, regulatory authority or self-regulatory authority (including any stock exchange) claiming jurisdiction in the course of such examiner’s or authority’s examination or inspection of the business or operations of you or your Representatives. In the event that no such protective order or other remedy is obtained or we do not waive compliance with the terms of this agreement, you will furnish only that portion of the Information which, based on the advice of your legal, is legally required to be disclosed and will use commercially reasonable efforts to assist us in obtaining reasonable assurance that confidential treatment will be accorded such Information. In any event, you will not oppose action by us to obtain a protective order or other appropriate remedy to ensure that confidential treatment will be accorded the Information.
4. Without our prior written consent, you will not disclose to any person other than your Representatives, except as required by law, (a) the fact that discussions or negotiations are taking place between you and us with respect to the Proposed Transaction or any of the terms, conditions or other facts with respect to any such discussions or negotiations, including the status thereof and (b) the existence or terms of this agreement; provided, however, that all such matters shall be subject to the same exceptions to non-disclosure as Information for the purposes of this agreement.
5. You agree to return to us or destroy all Information promptly following written request from us, without retaining any copies thereof. At our request, you will provide a written and signed certification of the return and/or destruction of all such Information.
6. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this agreement and that we will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy will not be deemed to be the exclusive remedy for breach of this agreement but will be in addition to all other remedies available at law or equity to us.
7. None of us or any of our respective affiliates or Representatives is making any representations or warranties, express or implied, as to the accuracy or completeness of the Information. Nothing contained herein shall constitute an obligation on the part of us or any of our respective affiliates or Representatives to provide Information or to update any Information provided hereunder.
8. This agreement is for the benefit of the parties hereto and their successors and is governed by the laws of the State of Delaware without regard to conflict of laws principles. All obligations under this agreement shall terminate two (2) years after the date hereof.
9. This agreement contains the entire agreement between you and us concerning the confidentiality and use of the Information, and no modifications of this agreement or waiver of the terms and conditions hereof will be binding upon you or us, unless approved in writing by each of you and us. This agreement may be executed in one or more counterparts (which may be delivered by telecopier or .pdf with the same effect as an original counterpart) and by different parties hereto on separate counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a fully executed agreement.
If the foregoing is acceptable to you, please indicate your acceptance thereof by signing and returning this agreement to us. Download NDA in Word format