Non Disclosure Agreement


This Mutual Non-Disclosure Agreement (the “Agreement”) is made and effective on _____________, 20__ by and between _BelAire Private Capital in Miami, Florida (hereinafter referred to as Lender) and ____________________________, a ____________________________________ (hereinafter referred to as Client.)

1.  Purpose.

The parties wish to engage in discussions relating to: ______________________________ _________________________________________________________________________________________________________________________ (the “Authorized Purpose”). In relation with this Authorized Purpose, each party may disclose certain of its “Confidential Information” (defined below) to the other. Hereafter, with respect to any specific item of information, the party disclosing such information shall be referred to as the “Disclosing Party” and the party receiving such information shall be referred to as the “Receiving Party.” 

2.  Confidential Information.

“Confidential Information” shall include contacts, all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, by the Disclosing Party to the Receiving Party.  Confidential Information disclosed orally shall be identified by the Disclosing Party as such within thirty (30) days of disclosure. Nothing herein shall require the parties to disclose any of their information.

3.  Recipient's Obligations.

         (a)  Recipient’s Treatment of Confidential Information.  The Receiving Party agrees that the Confidential Information is considered confidential and proprietary to the Disclosing Party.  The Receiving Party shall hold the same in confidence, shall not use the Confidential Information other than for the Authorized Purpose, and shall disclose it only to its officers, directors, or employees with a specific need to know. The Receiving Party will not disclose, publish or otherwise reveal any of the Confidential Information received from the Disclosing Party to any other party whatsoever except with the specific prior written authorization of the Disclosing Party.

         (b)  Tangible Confidential Information.  Confidential Information furnished in tangible form shall not be duplicated by the receiving part except for purposes contemplated by this Agreement. Upon the request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request.  At the Receiving Party’s option, any documents or other media developed by the Receiving Party containing Confidential Information may be destroyed by the Receiving Party; the Receiving Party shall provide a written certificate to the Disclosing Party regarding destruction within ten (10) days thereafter.

4.  Term.

The obligations herein shall be binding upon the parties for five (5) years from the date a party last discloses any Confidential Information to the other pursuant to this Agreement.  Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against a party, nor by the rejection of any agreement between the parties, by a trustee of a party in bankruptcy, or by a party as a debtor-in-possession or the equivalent of any of the foregoing under local law.

5.  Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United States and the state of _Florida_.  The parties agrees that in the event of any breach or threatened breach of this Agreement, either party may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect it against any such breach or threatened breach.

6.  No Assignment.

Neither party may assign this Agreement nor any interest specified herein without each other’s express prior written consent. It is the desire and the intent of the parties that the terms and conditions of this Agreement shall be enforced to the fullest extent permitted under applicable laws. Accordingly, if any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, or becomes by operation of law invalid or unenforceable, then this Agreement shall be deemed amended to delete there from the portion that is adjudicated or which becomes by operation of law invalid or unenforceable, such deletion to apply only with respect to the operation of that term or condition and the remainder of this Agreement full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

X_____________________________                        X____________________________

__BelAire Private Capital__________                       ______________________________

Name:  __Belinda Elkaim                                           Name:  ________________________