Terms & Conditions

Participant has registered to attend Provider’s land development seminar entitled Samara Land Partners Coaching Program. During the course of this seminar, Provider will relay certain propriety information related to the content of the seminar. Provider is also referred to herein as the “Disclosing Party.” Participant is also referred to herein as the “Receiving Party.”

In consideration of the disclosure of information and materials by Disclosing Party, the Parties hereby agree as follows:

1. “Confidential Information” shall be defined as that proprietary information, other intellectual property, and/or any and all information, techniques, checklists, know-how and data, technical or non-technical, concerning software, data and/or other technologies owned or controlled by either party that is transmitted or otherwise disclosed by the Disclosing Party or its Representatives to the Receiving Party orally, in writing, electronically, or in other tangible form that has or could have commercial value or other non-personal utility to a party to this agreement, or to any other person or party. Confidential Information also includes all information which the unauthorized disclosure of such information could be detrimental to the interests of the party which owns or controls said information, whether or not such information is identified as Confidential Information.

2. “Representatives” of a Party means a Party’s directors, members, officers, affiliates, employees, agents, lenders, and advisors (including, without limitation, attorneys, accountants, engineers, appraisers, and consultants). Representatives shall be bound to this Agreement only with respect to that portion of the Confidential Information which they receive, if any.

3. The parties agree that the disclosure hereunder is for the sole purpose of individual educational and personal use and/or evaluating a possible collaborative business arrangement between the parties in accordance with or using in whole or in part such Confidential Information. It is acknowledged by Provider that Participant may personally utilize and apply his or her knowledge obtained from the Confidential Information for purposes of pursuing a real estate development project.

4. The Receiving Party shall not use any Confidential Information for the purpose of developing a commercial application using any part of the Confidential Information, other than for Receiving Party’s own individual knowledge. The Receiving Party shall not disclose such Confidential Information to any third party.

5. Receiving Party shall keep the Confidential Information strictly confidential in accordance with this Agreement. Receiving Party agrees to use best efforts to prevent disclosure of the Confidential Information to any other person or entity. Receiving Party shall not disclose any Confidential Information for monetary gain or commercial distribution. Receiving Party shall not post or share or otherwise disclose any Confidential Information on any social medial or other electronic platform.

6. Receiving Party agrees not to use the Confidential Information in any fashion, form, or manner for any purpose other than individual education. Receiving Party will not publish, copy, reverse engineer, disassemble, decompile or disclose any Confidential Information and will use best efforts to prevent inadvertent disclosure of such Confidential Information to any third party. Receiving Party will not take any action, either directly or indirectly, designed to circumvent the protections provided to a Disclosing Party in this Agreement; including, but not limited to, the use of the Confidential Information in competition with or to otherwise harm the Disclosing Party or its business interests.

7. Receiving Party will protect the confidentiality of the Confidential Information by using the same degree of care (but not less than a reasonable degree of care) it uses to protect the confidentiality of his/her own proprietary and confidential information of like kind.

8. Confidential Information disclosed hereunder shall at all times remain the property of the Disclosing Party. No license under any trade secrets, patents, copyrights, or other rights is implied or granted by this Agreement or any disclosure of Confidential Information hereunder, except to use the Confidential Information as provided in this Agreement.

9. If Receiving Party fails to comply with the terms of the Agreement or Participant’s registration is cancelled, upon receipt of written notice from the Disclosing Party, Receiving Party will promptly (a) deliver to the Disclosing Party, or destroy, all Confidential Information furnished by the Disclosing Party to the Receiving Party, together with copies thereof, and (b) destroy materials generated by the Receiving Party that include any part of the Confidential Information (including notes, analyses, compilations and any electronic copies) without retaining a copy of any such material. At the request of the Disclosing Party, any such destruction shall be confirmed in writing by the Receiving Party.

10. The confidentiality obligations of this Agreement shall not apply to information which (a) has entered the public domain except where such entry is the result of a Receiving Party’s breach of this Agreement or a third party’s breach of confidentiality with Disclosing Party, (b) subsequent to disclosure hereunder, is obtained by the Receiving Party on a non-confidential basis from a third party who, to the knowledge of the Receiving Party, was not under, and did not impose, an obligation of confidentiality with respect to such information to the Disclosing Party, or (c) information that is independently developed by the Receiving Party without violating any of its obligations under this Agreement. The obligations of this Agreement will not prevent disclosure by Receiving Party as may be required, in the Party’s reasonable opinion, by applicable law, or by order of any court or governmental or regulatory agency; provided that, if Receiving Party becomes legally compelled (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Receiving Party shall (to the extent legally permissible) use best efforts to provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy (at the Disclosing Party’s sole cost and expense). If such protective order or other remedy is not obtained, the Receiving Party and its Representatives may disclose only that portion of the Confidential Information which such Party, following consultation with counsel, reasonably believes is legally required to be disclosed and will take reasonable steps to preserve the confidentiality of the Confidential Information (including reasonably cooperating with the Disclosing Party’s efforts, at the Disclosing Party’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed).

11. This Agreement, and the Parties’ obligations hereunder, shall remain in full force and effect indefinitely, and shall not expire or terminate unless all Parties otherwise agree in writing.

12. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and assigns. None of the Parties shall assign this Agreement without the prior written consent of the other Parties.

13. Receiving Party acknowledges and agrees that irreparable harm may occur if any of the Confidential Information were to be disclosed to third parties in violation of this Agreement or if any use were to be made of the Confidential Information other than that specified in this Agreement, and Receiving Party further agrees that the Disclosing Party shall have the right to seek injunctive and other equitable relief upon any violation or threatened violation of the terms of this Agreement, in addition to all other rights and remedies available at law or in equity.

14. Receiving Party shall be responsible for any breach of this Agreement and Receiving Party will (at its own expense) take all actions necessary to prevent any unauthorized use or disclosure of any Confidential Information. The Disclosing Party warrants that it has the right to disclose all Confidential Information that it discloses to the Receiving Party. In the event of litigation relating to a breach of this Agreement, the non-prevailing party shall be liable for and pay to the prevailing party the reasonable legal fees incurred by the prevailing party in connection with such litigation, in addition to any other remedies to which the prevailing party may been titled.

15. No failure or delay by any Party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege. A single or partial exercise of any right, power or privilege will not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement will be cumulative and not exclusive of any rights or remedies available in law or equity.

16. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party.

17. If any provision of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement.

18. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one document. Both Parties agree herein that signatures submitted by facsimile or other electronic means shall have the same binding effect as if they were original signatures for all purposes.

19. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements or undertakings, whether written or oral, among the Parties with respect to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by each of the Parties.

20. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of North Carolina, United States of America, without giving effect to the principles of conflicts of laws which would give rise to the application of the domestic substantive law of any other jurisdiction. Each Party hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the federal and state courts sitting in North Carolina for any action, suit or proceeding arising out of or related hereto. Each Party hereto further hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in any inconvenient forum. Each Party hereby knowingly, voluntarily and intentionally waives any right (to the fullest extent permitted by applicable law) to a trial by jury of any dispute arising out of, under or relating to this Agreement and agrees that any such dispute shall be tried before a judge sitting without a jury.