You are registering for an internet-hosted webinar during which you will be provided with information from Churchill Asset Management LLC (“CAM”) and its affiliates (including Nuveen, LLC) (collectively, the “Disclosing Party"). As a condition to furnishing such information to you, the Disclosing Party requires that you agree, as set forth below, to treat any information furnished by the Disclosing Party or its agents, advisors or affiliates, including any and all oral statements made during any such webinar, and materials displayed electronically during any such webinar, (such information being collectively referred to herein as the "Evaluation Material") to you or your directors, officers, employees or agents and each of their respective representatives, agents and advisors (collectively, your "Representatives") confidential in accordance with the terms of this agreement (this “Agreement”).
The term "Evaluation Material" does not include any information that (i) at the time of disclosure or thereafter is available to the public other than as a result of a breach of this Agreement by you or your Representatives, (ii) is already in the possession of, or becomes available to, you or your Representatives on a non-confidential basis from a source other than Disclosing Party, provided that, to your knowledge such source is not bound by an obligation of confidentiality to Disclosing Party or any person or entity to whom financing has been or will be provided, or (iii) has been independently developed by you or your Representatives without violation of the agreements contained in this letter agreement.
You hereby agree that the Evaluation Material will be used by you solely for internal evaluation purposes and will be kept confidential by you in accordance with policies adopted by you in good faith to protect confidential information; provided, however, that any of such information may be disclosed to your Representatives (it being agreed that such Representatives will be made aware of the confidential nature of such information and shall treat such information confidentially, and that you will be responsible for any disclosures made by your Representatives).
Delivery of the Evaluation Material to you is not intended to be a recommendation or investment advice, does not constitute a solicitation to buy or sell securities, and is not provided in a fiduciary capacity. You acknowledge that the information provided does not take into account the specific objectives or circumstances of any particular investor, or suggest any specific course of action, and that you should independently evaluate the risks associated with the related products or services.
If you are requested to make a disclosure of any Evaluation Material or the fact that you are having or have had discussions with the Disclosing Party or that you have received Evaluation Material (a “Disclosure”) in connection with any legal or administrative proceeding or pursuant to the request of a regulatory body or self-regulatory organization, then you will notify the Disclosing Party promptly (unless such Disclosure relates to routine regulatory filings or unless such notification is prohibited by law) of the request so that, if possible, the Disclosing Party may seek, at its own expense, an appropriate protective order or other remedy or waive your compliance with this Agreement. You will cooperate with the Disclosing Party on a reasonable basis at the Disclosing Party’s expense in its efforts to obtain a protective order or other remedy, but if a protective order or other remedy is not obtained within the required time period, you may make such Disclosure without liability to the Disclosing Party if you are nevertheless required to do so. Additionally, nothing contained herein shall preclude the disclosure of the Evaluation Material, but only to the extent necessary, in connection with any proceedings which may arise between the parties hereto relating to this Agreement.
At the written request of the Disclosing Party, you and your Representatives will promptly return to the Disclosing Party all written Evaluation Material and any other written material containing or reflecting any information in the Evaluation Material and will not retain any copies, extracts, or other reproductions, in whole or in part, of the Evaluation Material except as otherwise required by law or as mandated by prudent corporate policies, provided that information in electronic form which is difficult to extract shall not be required to be returned but shall continue to be treated in accordance with the provisions of this Agreement. All documents, memoranda, notes, and other writings whatsoever prepared by you or your Representatives based on the information in the Evaluation Material may be retained by you, provided you preserve the confidentiality of the Evaluation Material in accordance with this Agreement.
You hereby acknowledge and agree (on behalf of yourself and your Representatives) that the Evaluation Material may (now or in the future) include material non-public information pertaining to issuers of securities whose assets are managed by Disclosing Party, and that applicable securities laws may prohibit any person who has received from an issuer any such material non-public information from trading in securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. You hereby agree that you and your Representatives shall comply with all applicable securities laws while in possession of material non-public information pertaining to any such issuer.
The agreements set forth herein may be modified or waived only by a separate writing between the parties hereto and shall terminate two (2) years from the date hereof.
Because an award of money damages may be inadequate for a breach of this Agreement, you agree that, in the event of any breach this Agreement, the Disclosing Party will be entitled to seek equitable relief, including injunctive relief and specific performance. Such remedies will be deemed to be non-exclusive and in addition to all other remedies available at law or equity.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflict of law thereof. The parties hereto mutually agree that any proceeding arising out of the matters contemplated by this Agreement may be brought in any State or Federal court located in the Borough of Manhattan.
In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this letter agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
This Agreement contains the entire agreement between us with respect to the Evaluation Material and supersedes any and all prior agreements or understandings. This Agreement may be signed in one or more separate counterparts, each of which shall be an original and all of which taken together shall constitute the same instrument. Delivery of any executed counterpart of this Agreement by facsimile or electronically shall constitute effective delivery thereof.
If you are in agreement with the foregoing, please so indicate by clicking the corresponding check box on the webinar registration page, which will constitute our agreement with respect to the matters set forth herein.