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Confidentiality Agreement
Access to this deal room is subject to our confidentiality agreement. Please review it, then continue below. Your acceptance is recorded with a timestamp.
Legal & Privacy Policies
Restrictions on Use
Any person using this website is permitted to copy and print individual website pages for non-commercial purposes. Users may also copy or print minimal copies of any research or reports posted on the site solely for informational, non-commercial use. These copies must not alter the original website content, including all legal notices and legends. Our prior permission is required for (i) any commercial use of materials on this website; (ii) making more than minimal copies of website materials; and (iii) copying large portions of our website, such as by bots, robots or spiders that harvest the website.
International Use
Due to the global nature of the Internet, this website may be accessed by users in countries other than the United States. We make no warranties that materials on this website are appropriate or available for use in such locations. If it is illegal or prohibited in your country of origin to access or use this website, then you should not do so. Those who choose to access this site outside the United States do so on their own initiative and are responsible for compliance with all local laws and regulations.
Limitations of Liability
We are not responsible for any damages or injury, including but not limited to special or consequential damages, that result from your use of (or inability to use) this website, including any damages or injury caused by any failure of performance, error, omission, interruption, defect, delay in operation, computer virus, line failure, or other computer malfunction. You acknowledge that we provide the contents of this website on an 'as is' basis with no warranties of any kind. Your use of this website and use or reliance upon any of the materials on it is solely at your own risk.
Governing Law
You agree that your use of this website, this Privacy Policy and User Agreement and any disputes relating to any of them shall be governed in all respects by the laws of the State of Texas. Any dispute relating to the above shall be resolved solely in the state or federal courts located in the State of Texas.
Privacy Policy
We will not provide any personally identifiable information to any other persons, except if we are required to make disclosures to the government or private parties in connection with a lawsuit, subpoena, investigation or similar proceeding. We can (and you authorize us to) disclose any such information in those circumstances.
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Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the “Agreement”) is made as of the date of electronic acceptance recorded below, between the accepting party (“Company”) and Cuatro Wealth Investors, Ltd. (“CWI”) (each, a “Party”, and collectively, the “Parties”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. The Parties wish to explore a business possibility and potentially enter into a business arrangement (“Purpose”) pursuant to which the Parties may disclose Confidential Information to one another. “Confidential Information” means information relating to the business of the Discloser (as defined below), including, without limitation, building information and plans, tenants, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, and know-how disclosed by Discloser to Recipient, either directly or indirectly, whether in writing, verbally or otherwise, and whether prior to, on or after the date hereof, that: (a) is designated as confidential by the Discloser at the time of disclosure; or (b) would reasonably be understood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. Confidential Information also includes the existence of this Agreement and the fact or nature of the discussions between the Parties. Confidential information is provided “as-is”, with all faults.
2. A Party receiving Confidential Information under this Agreement (“Recipient”) may use Confidential Information only to evaluate whether to enter into a business relationship with the Party disclosing Confidential Information under this Agreement (“Discloser”). Neither Party acquires any intellectual property rights or other rights under this Agreement except the limited right to use Confidential Information as set forth in this Section 2.
3. Recipient will: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (such precautions to include, at a minimum, all precautions Recipient employs with respect to its own confidential materials); (b) not divulge any Confidential Information to any third party (other than to employees, contractors, lenders, investors and affiliates (collectively, "Representatives") as permitted recipients as set forth below); and (c) not copy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any Confidential Information. A Representative accessing Confidential Information must have a legitimate “need to know” such Confidential Information for the use specified in Section 2 and Recipient is responsible for each Representative’s compliance with this Agreement.
4. Either Party may terminate this Agreement upon 30 days prior written notice. Irrespective of any such termination, the Parties’ obligations under this Agreement will expire one (1) year from the date hereof (except with respect to any trade secrets where such obligations will be perpetual).
5. This Agreement imposes no obligations with respect to information which: (a) was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) was rightfully disclosed to Recipient by a third party without restriction on disclosure; or (d) is developed by Recipient without use of the Confidential Information as can be shown by documentary evidence. Recipient may make disclosures to the extent required by law or court order provided Recipient makes commercially reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and has allowed Discloser to participate in the proceeding.
6. Upon termination of this Agreement or written request by Discloser, the Recipient will: (a) cease using the Confidential Information; (b) return or destroy the Confidential Information and all copies, notes or extracts thereof to Discloser within 7 business days of receipt of request; and (c) upon request of Discloser, confirm in writing that Recipient has complied with these obligations.
7. Neither Party will make, or authorize any third party to make, any public announcement related to this Agreement or any potential agreement or relationship with the other Party or any of its affiliates or subsidiaries without the prior written approval of the other Party. For the purposes of this Agreement public announcements include press releases, written or oral statements made to the media, blogs, trade organizations, publications, websites, or any other public audience.
8. Neither Party shall undertake any action that has the effect of circumventing the rights of the other Party as granted herein, or with respect to the potential business discussions or any property to which this Agreement refers. Neither Party has an obligation under this Agreement to purchase or offer for sale any property, service or item or proceed with any proposed transaction or to continue any discussions or negotiations regarding any possible transaction.
9. Each Party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages are an insufficient remedy and therefore that upon any breach of this Agreement, Discloser will be entitled to appropriate equitable relief without the posting of a bond in addition to whatever remedies it might have at law.
10. If any provision in this Agreement is held illegal or unenforceable by a court of competent jurisdiction, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party. This Agreement will be governed by the laws of the State of Texas without regard to conflicts of laws provisions thereof. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing Party in any action to enforce this Agreement will be entitled to costs and attorneys’ fees. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original part and all of which together shall constitute a single agreement. Facsimile, PDF and electronic signatures on this Agreement shall each have the same force and effect as original ink signatures.
Executed by electronic acceptance as of the date and time recorded below, by and between the accepting party and Cuatro Wealth Investors, Ltd.
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