Terms of Agreement to view confidential information posted by individual fund

ACCREDITED INVESTORS, QUALIFIED CLIENTS AND/OR QUALIFED PURCHASERS ONLY. By entering into this data site, the user and potential investor ("User") attests to its suitability to view the contents herein, acknowledges its familiarity with the concept and criteria of an accredited investor, qualified client and qualified purchaser (as defined in Rule 501 and Rule 205-3 of the Investment Adviser's Act of 1940 and Section 2(a)(51) of the U.S. Investment Company Act, respectively), and confirms it either meets or is exempt from the relevant standard.

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User hereby agrees to enter into a confidential relationship with [Insert name of private investment fund] ("Fund") with respect to matters set forth herein.

1. Definitions. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business or prospective business of Fund or its subsidiaries or affiliates. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of Fund or its subsidiaries or affiliates whether or not such information is identified as Confidential Information by Fund. By example and without limitation, Confidential Information includes, but is not limited to, any and all information of the following or similar nature, whether or not reduced to writing:
   
   Portfolio holdings, portfolio concentrations, trading records, other books and records, investor and customer lists, identities and characteristics, agreements and other transaction documentation, marketing knowledge and information, sales figures, pricing information, marketing plans and business plans, strategies, forecasts, financial information, budgets, software, research papers, projections, procedures, routines, risk management, quality control and investment procedures, processes, formulas, trade secrets, improvements, research or development and test results, specifications, data, know-how, formats, plans, specifications, valuation models, and any other information or procedures that are treated as or designated secret or confidential by Fund, or its existing and potential investors, customers, suppliers, brokers or other third party counterparties.
   
   For purposes of this Agreement, the term "User" shall include User and all affiliates, subsidiaries, clients, and related companies of User. For purposes of this Agreement, the term "Representative" shall include User's directors, officers, employees, agents, and financial, legal, and other advisors.
   
   
2. Confidentiality. User and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 3 and 4 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. User hereby agrees to indemnify Fund against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Fund as a result of a breach of this Agreement by User or its Representatives.
   
   
3. Permitted Disclosures. User may disclose Fund's Confidential Information to User's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out any proposed transaction with Fund and only if such Representatives are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. In no event will Confidential Information, or the disclosure of negotiations between Fund and User, be disclosed to any of the Fund's existing and potential investors, customers, suppliers, brokers, other third party counterparties or competitors.
   
   
4. Required Disclosures. User may disclose Fund's Confidential Information if and to the extent that such disclosure is required by court order, provided that User provides Fund a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure if Fund chooses to do so at its sole discretion.
   
   
5. Use. User and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible negotiated transaction with Fund and shall not in any way use the Confidential Information to the detriment of Fund. User and its Representatives agree to not buy, sell, or trade in any of the assets (or derivatives thereon) that it learns the Fund is invested in. Nothing in this Agreement shall be construed as granting any rights to User, by license or otherwise, to any of Fund's Confidential Information.
   
   
6. Acquisition of Information. User agrees not to maintain contact or initiate contact (except for those contacts made in the ordinary course of business), either directly or indirectly, with: (i) Fund or any managers, members, directors, officers, consultants, attorneys, employees, agents or other affiliates of Fund regarding its business, operations, prospects, or finances, except with the written approval of Fund, or (ii) any managers, owners or operators of any business, specific type of asset or property whose identity was revealed through the efforts of Fund, except with the written approval of Fund.
   
   
7. Non-Solicitation of Fund Employees. User shall not, without the prior written approval of Fund, hire or enter into a contract with any employee, agent or representative of Fund or its subsidiaries or affiliates to provide services to User or, directly or indirectly, induce or attempt to induce or otherwise counsel, discuss, advise or encourage any employee, agent or representative of Fund or its subsidiaries or affiliates to leave or otherwise terminate such person's relationship with Fund or its subsidiaries or affiliates.
   
   
8. Non-Solicitation of Investors. User shall not, without the prior written approval of Fund, directly or indirectly, whether or not for compensation, for the purpose of engaging in competition with Fund or its subsidiaries or affiliates, call on or solicit any person or entity that is an investor of Fund or its subsidiaries or affiliates. This section shall not apply to investors that User can demonstrate: (a) were investors of User prior to being furnished information about said investors under the terms of this Agreement, provided the source of that information was not known by User to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Fund; (b) the exact details of which are now, or hereafter become, through no act or failure to act on the part of User, generally known to the public; (c) are rightfully obtained by User from a third party, without breach of any obligation to Fund; or (d) are independently developed by User without use of or reference to the Confidential Information in any way whatsovever.
   
   
9. Confidentiality of Negotiations. User and its Representatives shall not make any statement, public announcement, release to any trade publication or the press, or inform any third party of the discussions or negotiations in connection with the possible negotiated transaction or the exchange of Confidential Information related to the proposed transaction. User may make such a disclosure if it has received the written opinion of outside counsel that such disclosure must be made in order to avoid a violation of law and a copy of such opinion has been provided to Fund.
   
   
10. Protection. User shall be responsible for any breach of this Agreement by any of its Representatives and shall, at its sole expense, take all necessary measures (including but not limited to court proceedings) to restrain its Representatives from prohibited disclosure or use of the Confidential Information.
    
    
11. Return of Documents. If User does not proceed with the possible negotiated transaction with Fund, User shall notify Fund of that decision and shall, at that time or at any time upon the request of Fund for any reason, return to Fund any and all records, notes, and other written, printed or other tangible materials in its possession pertaining to the Confidential Information immediately on the written request of Fund. The returning of materials shall not relieve User from compliance with other terms and conditions of this Agreement.
    
    
12. No Additional Agreements. Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of Fund to enter into any other agreement with User or prohibit Fund from providing the same or similar information to other parties and entering into agreements with other parties. Fund reserves the right, in its sole discretion, to reject any and all proposals made by User or its Representatives with regard to a transaction between User and Fund and to terminate discussions and negotiations with User at any time. Additional agreements of the parties, if any, shall be in writing signed by Fund and User.
    
    
13. Irreparable Harm. User understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Fund irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that Fund shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as Fund shall deem appropriate. Such right of Fund is to be in addition to the remedies otherwise available to Fund at law or in equity. User expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by Fund.
    
    
14. Survival. This Agreement shall continue in full force and effect at all times.
    
    
15. Successors and Assigns. This Agreement and each party's obligations hereunder shall be binding on the representatives, assigns, and successors of such party and shall inure to the benefit of the assigns and successors of such party; provided, however, that the rights and obligations of User hereunder are not assignable.
    
    
16. Governing Law and Personal Jurisdiction. The parties acknowledge and agree that any claim, controversy, dispute or action relating in any way to this Agreement or the subject matter of this agreement shall be governed solely by the laws of the State of Delaware, without regard to any conflict of laws doctrines. The parties irrevocably consent to being served with legal process issued from the state and federal courts located in New York and irrevocably consent to the exclusive personal jurisdiction of the federal and state courts situated in the State of New York. The parties irrevocably waive any objections to the personal jurisdiction of these courts. Said courts shall have sole and exclusive jurisdiction over any and all claims, controversies, disputes and actions which in any way relate to this agreement or the subject matter of this agreement. The parties also irrevocably waive any objections that these courts constitute an oppressive, unfair, or inconvenient forum and agree not to seek to change venue on these grounds or any other grounds.
    
    
17. Attorney's Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reimbursement for reasonable attorneys' fees and costs.
    
    
18. Entire Agreement. This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understandings, whether written or oral, with respect to the subject matter. This Agreement is not, however, to limit any rights that Fund may have under trade secret, copyright, patent or other laws that may be available to Fund. This Agreement may not be amended or modified except in writing signed by each of the parties to the Agreement. This Agreement shall be construed as to its fair meaning and not strictly for or against either party. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof.
    
    
19. Electronic Signature. By clicking "Continue..." below, User acknowledges and agrees to be bound by the terms of this non-disclosure and non-circumvention agreement. By doing so, User is authorizing Fund to use this entry as his, her or its authorized "electronic signature" as defined by the Uniform Electronic Transactions Act, Electronic Signatures and Records Act or similar law in the User's jurisdiction.