NON-DISCLOSURE AGREEMENT
This agreement is executed between Vertical Alternatives Solutions Management Trust
located at 1000 Ballpark Way, Suite 310, Arlington, TX 76011 (the “Company”)
AND ______________________________, a(n) ___________________________________
located at ________________________________________________ (the “Individual”)
WITNESSETH:
Now therefore, in consideration of the mutual promises herein contained,
it is agreed and understood as follows:
1. All information regarding (but not limited to) estate planning, trusts,
tax strategies, and anything communicated by Jeffery Wagner that is
disclosed by Company to Individual, in writing, whether or not also
disclosed orally, shall be deemed confidential intellectual property
and shall constitute “Confidential Information.” It includes
(i) all documents generated or distributed by Company which contain,
comment upon, or relate in any way to Confidential Information and
(ii) any other written material received from Company.
2. Confidential Information shall not include any information:
a. that Individual can show by documentary evidence was known to
Individual prior to the date of this disclosure, or
b. that Individual can conclusively show was developed independently
of any access to the Confidential Information.
3. Individual agrees to accept disclosure of the Confidential Information.
4. Individual shall not, directly or indirectly, disclose any Confidential
Information to any third party without the written consent of Company.
5. Individual’s obligations under this Agreement commence on the Effective
Date and survive indefinitely.
6. Nothing in this Agreement shall be deemed a sale or an offer for sale
of Confidential Information. There will be no reproduction of documents
or electronic communication provided by Company or its contractors/
affiliates.
7. If a court finds any provision of this Agreement invalid or
unenforceable, the remainder shall be interpreted as valid and
enforceable.
8. This Agreement and each party's obligations bind the representatives,
assigns, successors, contractors, prospects, Individuals, and/or
advisors of the Individual. Any permitted party to whom Confidential
Information is disclosed must first sign an NDA substantially the same
as this Agreement.
9. The Individual shall promptly advise Company of any possible
unauthorized disclosure or use of Confidential Information. If the
Individual discloses Confidential Information in violation of this
Agreement, Company is entitled to injunctive relief and any other
remedies, including claims for loss and damages.
This Agreement sets forth the entire Agreement between the parties and
may not be amended or modified. This Agreement shall be governed by
the provisions hereof Therefore, “Individual” does hereby affirm and
vow being competent to sign this Non-Disclosure Agreement;
Furthermore, “Individual” has read this Non-Disclosure Agreement and
is fully familiar with its contents. In Witness Whereof, the parties
to this Non-Disclosure Agreement have caused this Agreement to be executed.