Mutual Confidentiality & Non-Circumvention Agreement
THIS AGREEMENT is made on the date of electronic acceptance between:
(1) Port Elysium Limited, a company incorporated in England & Wales (Company No. 15841670) with its registered address at 20 Wenlock Road, London, England, N1 7GU (“Port Elysium” or “Disclosing Party”); and
(2) _______________, an individual of _______________ (“Counterparty” or “Receiving Party”).
Background
A. Each Party wishes to engage in discussions with a view to evaluating, collaborating on, or investing in the development, construction, financing and/or operation of Port Elysium, a large-scale mixed-use real estate and hospitality development located in Long Island, The Bahamas (the “Project”).
B. The Project may be developed, operated, or held through one or more subsidiary or affiliated entities of Port Elysium Limited, including a holding company to be incorporated in Jersey, Channel Islands (the “Jersey HoldCo”), which has not yet been formed as at the date of this Agreement. References to “Port Elysium” in this Agreement shall, where the context requires, include any such successor or affiliated entity.
C. In the course of such discussions, Confidential Information may be disclosed by either Party to the other, and each Party has existing business relationships with certain third parties (“Restricted Parties”) which are involved directly or indirectly in the Project.
D. The Parties wish to protect such Confidential Information and to prevent circumvention of their respective business relationships, on the terms set out in this Agreement.
1. Definitions and Interpretation
“Confidential Information” means all information of a confidential nature (whether written, oral, visual, electronic, or in any other form) provided directly or indirectly by one Party to the other in connection with the Project, including but not limited to: (i) the existence of this Agreement, the Project, and any discussions or negotiations between the Parties; (ii) all business, financial, investment, operational, technical, commercial, and strategic information; (iii) financial models, projections, valuations, feasibility studies, and scenario analyses; (iv) master plans, architectural designs, engineering specifications, and construction programmes; (v) investor lists, capital structures, funding sources, and terms of any proposed investment; (vi) legal structures, corporate governance arrangements, and regulatory approvals; (vii) intellectual property, trade secrets, know-how, and proprietary methodologies; and (viii) any information, findings, data, or analysis derived from such information.
Information shall not be considered Confidential Information if: (i) it is or becomes generally available to the public through no fault of the Receiving Party; (ii) it was lawfully in the Receiving Party’s possession before disclosure; (iii) it is independently developed by the Receiving Party without use of the Confidential Information; or (iv) the Parties agree in writing that it is not confidential.
2. Confidentiality Obligations
Each Party undertakes to keep all Confidential Information secret and confidential using no less than reasonable care, and not to use or disclose any Confidential Information except as permitted by this Agreement. Confidential Information may only be disclosed to Representatives with a clear need to know, to professional advisers bound by confidentiality duties, or to the extent required by law.
3. Non-Circumvention
Each Party agrees not to circumvent or attempt to circumvent the business relationships of the other Party with any Restricted Parties, funding sources, investors, project collaborators, consultants, contractors, or government contacts disclosed or identified in connection with the Project. The provisions of this clause shall survive termination for five (5) years.
4. Intellectual Property
No disclosure of Confidential Information shall be construed as granting any licence, right, title, or interest in any intellectual property or proprietary rights. All Confidential Information remains the exclusive property of the Disclosing Party.
5. Successor Entities and Assignment
Port Elysium Limited may, without the Counterparty’s further consent, assign or novate its rights and obligations under this Agreement to the Jersey HoldCo or to any other entity within the Port Elysium Group established for the purposes of the Project, with 30 days’ written notice.
6. Non-Solicitation
During the term and for twelve (12) months following termination, neither Party shall solicit or entice away any director, officer, employee, consultant, or contractor of the other Party involved in the Project.
7. Data Protection
Each Party shall process any personal data in compliance with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. The Counterparty consents to Port Elysium collecting and processing personal data for the purposes of administering this Agreement, due diligence, and AML/KYC compliance. This includes the collection of submission metadata such as IP addresses, timestamps, and device information at the point of registration and agreement execution, for the purposes of audit, security, fraud prevention, regulatory compliance, and agreement administration.
8. No Representation or Obligation
All information provided in connection with the Project does not constitute an offer, inducement, or invitation to invest. No representation or warranty is made as to accuracy or completeness. Nothing in this Agreement obliges either Party to proceed with the Project.
9. Return or Destruction of Information
Within 28 days of written request or upon termination, each Party must destroy or return all Confidential Information, subject to retention rights for legal, regulatory, or compliance purposes.
10. Remedies and Indemnity
Each Party is entitled to seek injunction, specific performance, and equitable relief for any breach. The Receiving Party shall indemnify the Disclosing Party against all losses arising from any breach.
11. Term and Survival
This Agreement continues for two (2) years from execution, unless superseded by definitive transaction documentation. Confidentiality and non-circumvention obligations survive for five (5) years post-termination.
12. Electronic Execution
This Agreement may be executed electronically. Electronic acceptance through the Port Elysium investor portal (including clicking “I Agree”) constitutes a valid and binding signature. To the extent any Party is subject to United States law, each Party acknowledges this constitutes an “electronic record” and a valid “electronic signature” within the meaning of the ESIGN Act (15 U.S.C. § 7001 et seq.) and, where applicable, the Uniform Electronic Transactions Act (UETA).
13. General Provisions
This Agreement constitutes the entire agreement between the Parties. No variation is effective unless in writing. Waiver must be in writing. If any provision is unenforceable, the remainder continues in force. Neither Party may assign without written consent (except as provided in Clause 5). Nothing creates a partnership or agency. No third party rights arise under the Contracts (Rights of Third Parties) Act 1999.
14. Governing Law and Jurisdiction
This Agreement is governed by the law of England and Wales. Each Party submits to the exclusive jurisdiction of the courts of England and Wales.
Mutual Confidentiality & Non-Circumvention Agreement
THIS AGREEMENT is made on the date of electronic acceptance between:
(1) Port Elysium Limited, a company incorporated in England & Wales (Company No. 15841670) with its registered address at 20 Wenlock Road, London, England, N1 7GU (“Port Elysium” or “Disclosing Party”); and
(2) _______________, with its registered address at _______________ (“Counterparty” or “Receiving Party”).
Background
A. Each Party wishes to engage in discussions with a view to evaluating, collaborating on, or investing in the development, construction, financing and/or operation of Port Elysium, a large-scale mixed-use real estate and hospitality development located in Long Island, The Bahamas (the “Project”).
B. The Project may be developed, operated, or held through one or more subsidiary or affiliated entities of Port Elysium Limited, including a holding company to be incorporated in Jersey, Channel Islands (the “Jersey HoldCo”), which has not yet been formed as at the date of this Agreement. References to “Port Elysium” in this Agreement shall, where the context requires, include any such successor or affiliated entity.
C. In the course of such discussions, Confidential Information may be disclosed by either Party to the other, and each Party has existing business relationships with certain third parties (“Restricted Parties”) which are involved directly or indirectly in the Project.
D. The Parties wish to protect such Confidential Information and to prevent circumvention of their respective business relationships, on the terms set out in this Agreement.
1. Definitions and Interpretation
“Confidential Information” means all information of a confidential nature (whether written, oral, visual, electronic, or in any other form) provided directly or indirectly by one Party to the other in connection with the Project, including but not limited to: (i) the existence of this Agreement, the Project, and any discussions or negotiations between the Parties; (ii) all business, financial, investment, operational, technical, commercial, and strategic information; (iii) financial models, projections, valuations, feasibility studies, and scenario analyses; (iv) master plans, architectural designs, engineering specifications, and construction programmes; (v) investor lists, capital structures, funding sources, and terms of any proposed investment; (vi) legal structures, corporate governance arrangements, and regulatory approvals; (vii) intellectual property, trade secrets, know-how, and proprietary methodologies; and (viii) any information, findings, data, or analysis derived from such information.
“Group” means, in relation to a Party, its parent undertakings, subsidiary undertakings, subsidiary undertakings of such parent undertakings, and any related entities under common control.
Information shall not be considered Confidential Information if: (i) it is or becomes generally available to the public through no fault of the Receiving Party; (ii) it was lawfully in the Receiving Party’s possession before disclosure; (iii) it is independently developed by the Receiving Party without use of the Confidential Information; or (iv) the Parties agree in writing that it is not confidential.
2. Confidentiality Obligations
Each Party undertakes to keep all Confidential Information secret and confidential using no less than reasonable care. Each Party shall ensure that members of its Group and their Representatives comply with this Agreement. Confidential Information may only be disclosed to Representatives with a clear need to know, to financing parties, underwriters, or co-investors (subject to confidentiality obligations), or to the extent required by law.
3. Non-Circumvention
Each Party agrees not to circumvent or attempt to circumvent the business relationships of the other Party with any Restricted Parties, funding sources, investors, project collaborators, consultants, contractors, or government contacts disclosed or identified in connection with the Project. The provisions of this clause shall survive termination for five (5) years.
4. Intellectual Property
No disclosure of Confidential Information shall be construed as granting any licence, right, title, or interest in any intellectual property or proprietary rights. All Confidential Information remains the exclusive property of the Disclosing Party.
5. Successor Entities and Assignment
Port Elysium Limited may, without the Counterparty’s further consent, assign or novate its rights and obligations under this Agreement to the Jersey HoldCo or to any other entity within the Port Elysium Group established for the purposes of the Project, with 30 days’ written notice.
6. Non-Solicitation
During the term and for twelve (12) months following termination, neither Party shall solicit or entice away any director, officer, employee, consultant, or contractor of the other Party involved in the Project.
7. Data Protection
Each Party shall process any personal data in compliance with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Each Party shall implement appropriate technical and organisational security measures. The Counterparty acknowledges that Port Elysium collects submission metadata such as IP addresses, timestamps, and device information at the point of registration and agreement execution, for the purposes of audit, security, fraud prevention, regulatory compliance, and agreement administration.
8. No Representation or Obligation
All information provided in connection with the Project does not constitute an offer, inducement, or invitation to invest. No representation or warranty is made as to accuracy or completeness. Nothing in this Agreement obliges either Party to proceed with the Project.
9. Return or Destruction of Information
Within 28 days of written request or upon termination, each Party must destroy or return all Confidential Information, subject to retention rights for legal, regulatory, or compliance purposes.
10. Remedies and Indemnity
Each Party is entitled to seek injunction, specific performance, and equitable relief for any breach. The Receiving Party shall indemnify the Disclosing Party and its Group against all losses arising from any breach.
11. Term and Survival
This Agreement continues for two (2) years from execution, unless superseded by definitive transaction documentation. Confidentiality and non-circumvention obligations survive for five (5) years post-termination.
12. Electronic Execution
This Agreement may be executed electronically. Electronic acceptance through the Port Elysium investor portal (including clicking “I Agree”) constitutes a valid and binding signature. To the extent any Party is subject to United States law, each Party acknowledges this constitutes an “electronic record” and a valid “electronic signature” within the meaning of the ESIGN Act (15 U.S.C. § 7001 et seq.) and, where applicable, the Uniform Electronic Transactions Act (UETA).
13. General Provisions
This Agreement constitutes the entire agreement between the Parties. No variation is effective unless in writing. Waiver must be in writing. If any provision is unenforceable, the remainder continues in force. Neither Party may assign without written consent (except as provided in Clause 5). Nothing creates a partnership or agency. No third party rights arise under the Contracts (Rights of Third Parties) Act 1999.
14. Governing Law and Jurisdiction
This Agreement is governed by the law of England and Wales. Each Party submits to the exclusive jurisdiction of the courts of England and Wales.
