LaunchBox Holdings LLC, a Texas limited liability company ("LaunchBox"), with its principal place of business at 2726 Lipscomb St, Fort Worth, TX 76110, and the undersigned ("Receiving Party"). LaunchBox and the Receiving Party are each a "Party" and together the "Parties."
The Parties wish to explore a potential business relationship, investment, or strategic partnership in connection with LaunchBox East: The Rail District, a creative campus and creator hospitality district proposed for the 9th Street Rail Corridor in downtown Fort Worth, Texas (the "Purpose"). In connection with the Purpose, each Party may disclose certain Confidential Information.
"Confidential Information" means information disclosed by one Party (the "Disclosing Party") to the other in connection with the Purpose, whether oral, written, electronic, or otherwise, that is designated confidential or that reasonably should be understood to be confidential. It includes, without limitation:
Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully known before disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.
Each Party, as Receiving Party, agrees to hold the Disclosing Party's Confidential Information in strict confidence, not disclose it to any third party without prior written consent, use it solely for the Purpose, limit access to representatives with a need to know who are bound by similar obligations, and protect it with at least the same care it uses for its own confidential information, but no less than reasonable care.
This Agreement remains in effect for three (3) years from the date of signature unless earlier terminated by mutual written agreement. Confidentiality obligations survive expiration or termination for an additional two (2) years.
Nothing grants either Party any right, title, or interest in the other's Confidential Information, or any license under any patent, copyright, trademark, trade secret, or other intellectual property right.
Information shared in connection with the Purpose, including financial projections and offering structures, does not constitute an offer to sell or a solicitation to buy any securities. Any investment or participation in LaunchBox East will be subject to a separate offering process, documentation, and compliance with applicable federal and state securities laws.
Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify it has done so, except for copies required to be retained by law.
The Parties acknowledge that breach may cause irreparable harm for which monetary damages are inadequate, and that the Disclosing Party may seek equitable relief, including injunction and specific performance, without posting bond or proving actual damages.
This Agreement is governed by the laws of the State of Texas, without regard to conflict of law provisions. Any dispute shall be resolved exclusively in the state or federal courts located in Tarrant County, Texas.
This Agreement is the entire agreement between the Parties on this subject and supersedes all prior understandings. It may be amended only in a writing signed by both Parties.