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CONFIDENTIALITY AGREEMENT <br />(Sample Agreement) <br /> <br /> <br />This agreement is made this ____ day of ____________, 20__, by and between <br />________________________, a ___________________ company, hereinafter “Developer,” and <br />Springsted Incorporated, a Minnesota corporation, hereinafter “Springsted.” <br />WHEREAS, Developer is _______________ (description of project), hereinafter the “Project,” <br />pursuant to a _______________________ (form of agreement) with <br />__________________________ (public entity), hereinafter the “City,” dated _______________; <br />and <br />WHEREAS, Springsted has been hired by the City to investigate certain financial aspects of the <br />Developer and the Project; and <br />WHEREAS, in conjunction with such investigation, Springsted desires to examine the financial <br />information of Developer relative to Developer and the Project; and <br />WHEREAS, Developer is willing to disclose such information only on the condition that such <br />information be kept confidential. <br />NOW, THEREFORE, in consideration of the terms and mutual covenants contained herein, the <br />parties agree as follows: <br />1. Developer agrees to make its financial information, development pro forma and <br />projection, budget information, and such other financial information concerning the <br />Project as Springsted may reasonably request, hereinafter the “Information,” available <br />for inspection by Springsted, but solely for the purpose set forth above. <br />2. Springsted shall accept the Information in strict confidence solely for that purpose <br />and shall make no other use of the information, or disclose it to any other person or <br />party, including the City, without the express written consent of Developer. <br />Notwithstanding the foregoing, Springsted may use the Information in summary form <br />only to report its findings to the City provided that Springsted first presents its proposed <br />report to Developer and obtains Developer’s written consent to ensure that no <br />inadvertent disclosures of confidential information or other inaccurate information are <br />contained in such report. <br />3. Inspection of the Information shall take place in such manner and at such place and <br />time as the parties may agree. The Information shall not be copied, duplicated, <br />abstracted, summarized or recorded, directly or indirectly, by any means whatsoever, <br />without the prior consent of Developer. <br />4. The Information shall remain the property of Developer, and any Information <br />provided in tangible form shall be returned to Developer upon completion of such <br />inspection. Any copies, duplications, abstracts, summaries or other recordings of the <br />Information made with Developer’s consent shall be returned to Developer upon <br />demand. <br />5. Springsted agrees that any breach of the obligation of confidentiality imposed hereby <br />shall constitute irreparable harm to Developer and shall entitle Developer to equitable <br />relief enjoining any further breaches of this Agreement, together and in conjunction with <br />any and all such other remedies as may be available to Developer at law or in equity. <br />IN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first above <br />written. <br /> <br />DEVELOPER <br /> <br />By_______________________________ Its____________________________ <br /> <br />SPRINGSTED INC. <br /> <br /> <br />By____________________________________ Its___________________________ <br />City of Elk River Tax Increment Financing Policy & Application- Housing <br />Amended April 8 2015 <br />Page 13 of 14 <br />