Ursine Capital OZ Fund

We have made it easy for you to download our documentation, peruse them at your leisure and come back to us with the signed documents, excited to get invested and more forward.

This email address is being protected from spambots. You need JavaScript enabled to view it.

Download NDA

Upload Signed NDA

Ursine Capital OZ Fund  (Disclosing party)  whose is situated at 

Suite C
404 N. Hershey Road
Bloomington, IL 61704
Tel (217)615-0844 

Each party shall be represented by:

Mr Leon Heywood

Managing Partner

This email address is being protected from spambots. You need JavaScript enabled to view it.

+1(217)615-0844

      

In this Agreement:

unless the context otherwise requires, the following expressions shall have the following meanings:

Confidential Information means in relation to each Party or its affiliated companies any financial, commercial, technical, operational and other information, whether tangible or intangible, (including know-how) that is proprietary or confidential including, without limitation,  other financial information, sales and client information, specifications, design plans, drawings, software, data, prototypes, or other business and/or technical information (whether in written or oral form) belonging to that Party,or any part or copy of such information. 

Each Party shall make use of each other's Confidential Information only for the following purpose:

 

Review and dissect the disclosing parties investment offer with a view to the receiving party investing in the fund.

The Parties shall (a) hold Confidential Information in strictest confidence and provide access to such information to only those employees, agents, contractors or sub-contractors who (i) have a need to know and (ii) if reasonably requested by a Party, have entered into a confidentiality agreement with such Party, on the same terms as those set out in this Agreement, to protect the confidential or proprietary nature of the Confidential Information and prohibit its unauthorised disclosure, (b) not disclose Confidential Information to any third party without the prior written approval of the Party owning such Confidential Information, and (c) shall not use any disclosed Confidential Information for any purpose other than set out in this clause 3.

 

 

 

A Party shall notify the other immediately on discovery of any unauthorised use or disclosure of the other's Confidential Information, or any other breach of this Agreement and will, at it's own cost, provide all such cooperation and assistance reasonably necessary to assist in the regaining of possession and prevention of further unauthorised use or disclosure of such Confidential Information.

The confidentiality obligations in this Agreement shall expire two (2) years from the date of the disclosure of any confidential information under this agreement. 

Each Party shall protect the disclosed Confidential Information by using the same degree of care as it uses to protect its own Confidential Information of a similar nature. 

Each Party shall have a duty to the other to protect Confidential Information that is (a) disclosed in writing, electronic or other tangible form and is marked as “Confidential” or is similarly marked at the time of disclosure, or (b) disclosed in a manner other than in tangible form i.e. verbal, if such Confidential Information is clearly identified as confidential or proprietary (either at the time of disclosure or afterwards).

Nothing contained in this Agreement shall prevent the Parties disclosing information that: (a) was lawfully in the other Party's possession before receipt; (b) is or becomes a matter of public knowledge through no fault of the Party not owning such Confidential Information; (c) is disclosed by a third party (not through a breach of a duty of confidentiality on the third party); (d) is independently developed by the Party not owning the Confidential Information; (e) is disclosed under any judicial or other governmental order; or (f) is disclosed with prior written approval.

Unless the Parties agree in writing to the contrary, this Agreement shall bind each Party’s Affiliates, as well as the employees of such Affiliates. For the purpose of this Agreement, the term “Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Agreement, including, without limitation, a Party’s parent and subsidiaries, if any.

Each Party warrants that it has the right to enter into and agree to the terms of this Agreement and disclose Confidential Information in the manner set out in this Agreement. 

Disclosing Party retains all IPR in the confidential information under this agreement including but not limited to any intellectual property rights, including patents, designs, trademarks, copyright or trade-secrets, under this Agreement except as expressly set out in this Agreement.

The Parties acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and either Party shall be entitled, without waiving any other rights or remedies, to injunctive or equitable relief.

A person or entity who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

This Agreement does not create any agency or partnership relationship between the Parties and shall not constitute or imply any promise, intention or commitment by either Party to make any purchase of products or services by either Party or its affiliated companies.

All additions or modifications to this Agreement must be made in writing and must be signed by both Parties.

All copies of Confidential Information disclosed in tangible form (including, without limitation, any summaries of orally disclosed information) shall be returned to the Party owning such information within 7 days from the termination date of this Agreement

The Parties shall not solicit, endeavour to entice away either parties customers, suppliers or employ or offer to employ any officer, employee, customers and or suppliers, of any member of the other party’s group, whether or not (in the case of any such officer or employee) such person or company would commit any breach of their contract of service in leaving such office or employment.

The Receiving Party shall not solicit to entice the Disclosing Party suppliers, customers to exclude the Disclosing Party from the services commitments of which without the Disclosing Party services the Receiving Party would not have benefited from. Any such exclusion would be in breach of this agreement, therefore the Disclosing Party would be entitled to seek damages for this breach.

Further, the parties shall not interfere with the supply of goods or services to the other party’s group. The restrictions in this sub-clause shall continue for 6 months after the termination of this Agreement and are considered fair and reasonable by the Parties.

Subject to the limitations set forth in this Agreement, this Agreement shall insure to the benefit of and be binding upon the Parties, their successors and lawful assigns; provided, however, that neither Party may assign this Agreement, in whole or in part, without the other Party's prior written approval.

This Agreement is governed by Illinois State law and the Parties submit to the exclusive jurisdiction of the Illinois courts.

Name: Leon Heywood

Title: Managing Partner

 

      
CAPTCHA