What conditions must be met before Representatives can receive Confidential Information regarding a Camp Margaritaville Potential Transaction?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
Margaritaville and Company are entering into discussions concerning a possible transaction (the "Potential Transaction"). As part of the Parties' discussions regarding the Potential Transaction, it has been necessary and may continue to be necessary for a Party to disclose to another Party, or provide another Party with access to, certain proprietary and/or confidential business information.
The Party disclosing or providing access to certain proprietary and/or confidential business information (which may be Margaritaville or Company) shall hereinafter be referred to as the "Disclosing Party".
The Party being provided access to or receiving such proprietary and/or confidential business information (which may be Margaritaville or Company) shall be referred to hereinafter as the "Receiving Party".
In consideration of the mutual covenants and agreements herein contained, the Parties desire to enter into this Agreement and for it to govern the access, disclosure and use of Confidential Information, as subsequently defined herein.
Nothing in this Agreement shall be construed as granting any rights to Receiving Party, by license or otherwise, to any of Disclosing Party's Confidential Information, except as specifically stated in this Agreement.
Receiving Party acknowledges that Disclosing Party has neither made any representations nor given any warranties as to the accuracy or completeness of the Confidential Information for Receiving Party's purposes.
Receiving Party agrees that Disclosing Party shall not by virtue of this Agreement have any liability or responsibility for errors or omissions in, or any decisions made by Receiving Party in reliance on, any Confidential Information disclosed under this Agreement.
For the convenience of the Parties, this Agreement may be executed by facsimile or email and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on all Parties.
All conduct shall be undertaken on a commercially reasonable basis, unless a different standard is expressly stated in a particular sentence.
In addition, the implied covenant of good faith and fair dealing shall be applicable to this entire Agreement.
Source: Item 23 — RECEIPTS (FDD pages 72–406)
What This Means (2025 FDD)
The 2025 Camp Margaritaville Franchise Disclosure Document (FDD) outlines the conditions and agreements related to the disclosure of confidential information between Margaritaville and another company during discussions about a potential transaction. According to the FDD, Margaritaville and another company are entering into discussions concerning a possible transaction. As part of these discussions, it may be necessary for either party to disclose or provide access to proprietary and/or confidential business information. The party disclosing the information is referred to as the "Disclosing Party," and the party receiving the information is the "Receiving Party."
Before any confidential information is shared, both parties must enter into a Confidentiality and Nondisclosure Agreement. This agreement governs the access, disclosure, and use of confidential information. The agreement specifies that nothing within it should be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party's confidential information, except as specifically stated in the agreement.
The Receiving Party acknowledges that the Disclosing Party has not made any representations or warranties regarding the accuracy or completeness of the confidential information. Furthermore, the Disclosing Party assumes no liability or responsibility for errors or omissions in the information or any decisions made by the Receiving Party based on this information. The agreement can be executed in counterparts, either by facsimile or email, with each counterpart deemed an original, forming a binding agreement on all parties involved. All conduct related to the agreement must be undertaken on a commercially reasonable basis, and the implied covenant of good faith and fair dealing applies to the entire agreement.