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In connection with your consideration of a possible discussion of “All Kimalie Artists Projects Presented on this Site” (The “transaction”) you will be shown or delivered certain information regarding the Transaction which information is nonpublic, confidential and proprietary in nature.
In consideration of, and as a condition to furnishing you with such information and any other information (whether communicated in writing or communicated orally) delivered to you by “Kimalie Artists” or any of their respective directors, officers, employees, advisors, or agents (such other persons being herein referred to collectively as “Representatives”) in connection with your consideration of the transaction (such information being herein referred to as “Evaluation Material”), “All Kimalie Artists Projects Presented on this Site” requests Subject matter person or Company’s agreement for itself and on behalf of its Representatives as follows:
1. The Evaluation Material will be solely for the purpose of evaluating the Transaction involving you.
2. Unless otherwise required by law as confirmed in a written opinion of your counsel neither you nor your Representatives will, without our prior written consent, disclose to any person either the fact that discussions or negotiations are taking place concerning the transaction between “Kimalie Artists” and you, or any of the terms, conditions or other facts with respect to any such Transaction, including the status thereof and the fact that the Evaluation Material has been made available to you.
3. If the transaction is not consummated by you, or if at any time “Kimalie Artists” requests, you will promptly return to “All Kimalie Artists Projects Presented on this Site” all copies of the Evaluation Material in your possession and in the possession of your Representatives, and you will either destroy or maintain confidentiality for five (5) years of all copies of any analysis’s, compilations, studies, or other documents prepared by you or for your internal use which reflect the Evaluation Material and direct your Representative to do likewise.
4. You understand and acknowledge that neither “Kimalie Artists and any of the projects presented ion this site” nor its Representatives are making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Neither we nor our representatives shall have any liability to you or any other person resulting from your use of the Evaluation Material.
5. You agree that unless and until a definitive agreement you and “Kimalie Artists” with respect to the Transaction has been executed and delivered, neither between “Kimalie Artists” nor you will be under any legal obligation of any kind whatsoever with respect to such Transaction by virtue of this Agreement or any written or oral expression with respect to such Transaction by any of its directors, officers, employees, agents or any other Representatives or its advisors thereof.
6. Without prejudice to the rights and remedies otherwise available to “Kimalie Artists”, “Kimalie Artists” shall be entitled to equitable relief by way of an injunction if you or any of your Representatives breach or threaten to breach any of the provisions of this Agreement.
7. This Agreement shall be governed and construed in accordance with the laws of the State of New York. You hereby consent to the exclusive jurisdiction of the courts of the State of New York and the United State of America in New York, New York for any actions, suits or proceedings arising out of or relating to this agreement and the transaction contemplated hereby.
8. This letter represents the entire understanding and agreement of the parties hereto and may be modified or waived only by a separate letter jointly executed by “Kimalie Artists” and you expressly so modifying or waiving this letter.
This Agreement is being delivered to you in duplicate. Kindly execute and return the copy of this letter, which will constitute our Agreement with respect to the subject matter of this letter.
Very truly yours,
Confirmed and Agreed to:
You are beeing in this site is the confirmation of your consent to this agreement
K I M A L I E A R T I S T S
N E W Y O R K
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