Confidentiality & Non-Disclosure Agreement

              We’re sure you’re trustworthy, but we can’t be too careful.  We’ve invested a lot of time, money, and energy in developing the concept for AES Wine & Vacation Tours.  We’re excited about this business venture and we think you will be, too – but we don’t want to see our idea (or any form of our idea) taken and pursued by others.  By signing this Confidentiality & Non-Disclosure Agreement, and viewing additional materials and financial information relating to AES Wine & Vacation Tours, you are promising us that you won’t do that. 

              The founders and developers of AES Wine & Vacation Tours are Mark Pembrooke and Pete Livengood.  They will lead an executive management group that will operate AES Wine & Vacation Tours, which will also include other members and advisors, including but not limited to representatives from the legal, accounting, banking, FBO & aviation, wine, cruise, golf, and vacation industries.  Any communication or information provided by or at the direction of Mark Pembrooke, Pete Livengood, or any agent or advisor designated by them, is considered confidential and is protected by this Agreement.  Collectively herein, they are the “Disclosing Party” in this Agreement; either Pembrooke or Livengood is authorized to execute this Agreement as Disclosing Party.

              “Confidential Information” is simply defined as any and all information or materials that have or could have commercial value or utility to the Disclosing Party in the development or operation of AES Wine & Vacation Tours.  All written and oral communication, and all materials provided, shall be considered confidential, and you as the “Receiving Party” are prohibited from disclosing it to anybody without the Disclosing Party’s prior express written consent.  This Agreement shall also be binding on all of the Receiving Party’s employees, representatives, agents, assigns, and successors.

              The Receiving Party shall maintain all Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.  The Receiving Party must carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as this Agreement.  Receiving Party shall not, without prior written approval of the Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.  Nothing in this Agreement shall be deemed to make or constitute either party a partner, joint venture, or employee of the other party for any purpose.  No action or inaction by the Disclosing Party shall be deemed to waive any part of this Agreement, nor shall the failure to exercise any right provided in this Agreement be a waiver of prior or subsequent rights.

The Parties to this Agreement agree that any breach of this Agreement will inherently cause damage to the Disclosing Party that will be difficult to quantify.  Given that difficulty, in the event of a material breach of this Agreement, especially one that damages or prevents the development or operation of AES Wine & Vacation Tours, or enables or promotes the development or operation of a commercial competitor to AES Wine & Vacation Tours, the Parties agree that $500,000 is a reasonable estimate and measure of anticipated damages to the Disclosing Party, who shall be permitted to collect such sum from Receiving Party as liquidated damages.

 

I agree to these terms and will keep the information that I receive confidential: