Terms & Conditions

This Non-Disclosure Agreement (the “Agreement”) is entered into as of today (“Effective Date”), is between Rosabel Properties, LLC, a Texas series limited liability company (“Company”), and you, the individual accessing the Confidential Information and any single legal entity on behalf of which you are acting (“You” or “you”).

  1. In connection with the evaluation of a potential investment in the Company (the “Purpose”), the Company may disclose to you, or you may otherwise receive access to, Confidential Information (as defined below). You shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose or permit access to Confidential Information other than to your employees, officers, managers, directors, attorneys, accountants and financial advisors (collectively, “Representatives”) who: (a) need to know such Confidential Information for the Purpose; (b) know of the existence and terms of this Agreement; and (c) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein. You shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care you use to protect your most sensitive information and no less than a reasonable degree of care. You shall promptly notify the Company of any unauthorized use or disclosure of Confidential Information and use its best efforts to prevent further use or disclosure. You will be responsible for any breach of this Agreement caused by your Representatives.
  1. “Confidential Information” means all non-public, proprietary, or confidential information of the Company, in oral, visual, written, electronic, or other tangible or intangible form, including but not limited to the information and materials provided on this platform, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials prepared by you or any of your Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of you or your Representatives’ act or omission; (b) is obtained by you or your Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in your or your Representatives’ possession, as established by documentary evidence, before the Company’s disclosure hereunder; or (d) was or is independently developed by you or your Representatives, as established by documentary evidence, without using any Confidential Information. Confidential Information also includes: (x) the facts that the parties are in discussions regarding the Purpose and that Confidential Information has been disclosed; and (y) any terms, conditions or arrangements discussed.
  1. If you or any of your Representatives are required by applicable law or a valid legal order to disclose any Confidential Information, you shall, before such disclosure, notify the Company of such requirements so that the Company may seek a protective order or other remedy, and you shall reasonably assist the Company therewith. If you remain legally compelled to make such disclosure, you shall: (a) only disclose that portion of the Confidential Information that, in the written opinion of your legal counsel, you are required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
  1. On the expiration of this Agreement or otherwise at the Company’s request, you shall promptly, at the Company’s option, either return to the Company or destroy all Confidential Information in your and your Representatives’ possession other than Notes, and destroy all Notes, and certify in writing to the Company the destruction of such Confidential Information.
  1. The Company has no obligation under this Agreement to (a) disclose any Confidential Information or (b) negotiate for, enter into, or otherwise pursue the Purpose. The Company provides all Confidential Information without any representation or warranty, expressed or implied, as to the accuracy or completeness thereof, and the Company will have no liability to you or any other person relating to your use of any of the Confidential Information or any errors therein or omissions therefrom.
  1. The Company retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to you or any other person.
  1. The rights and obligations of the parties under this Agreement expire 1 year after the Effective Date; provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of you or your Representatives.
  1. You acknowledge and agree that any breach of this Agreement will cause injury to the Company for which money damages would be an inadequate remedy and that, in addition to remedies at law, the Company is entitled to equitable relief as a remedy for any such breach.
  1. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Austin, Travis County, Texas. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  1. All notices must be in writing and addressed to the relevant party at its address provided to the other party from time to time. All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective on actual receipt.
  1. This Agreement is the entire agreement of the parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “LOG IN” BUTTON LOCATED ON THE LOGIN PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK THE “LOG IN” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION.