HomeMy WebLinkAboutTayman Park Golf Group 2023-02-101
NONDISCLOSURE
AGREEMENT
THIS NONDISCLOSURE AGREEMENT is entered into by and between the City of
Ukiah, a municipal corporation (``Ukiah”) and JAMES W. STEWART, FRANK JOHNSON, and
TAYMAN PARK GOLF GROUP, INC., a California corporation, (collectively, “TPGG''). Ukiah and
TPGG are hereinafter sometimes referred to, collectively, as the ``Parties,” and individually as a
Party.”
Recitals
A.TPGG would like to share confidential agreements for the acquisition by FRANK
JOHNSON of all stock held by JAMES W. STEWART and his spouse in TAYMAN PARK GOLF
GROUP, INC. and the attendant consulting agreement between the Stewarts’ limited liability
company, FUNGOLF VENTURES, LLC, and TAYMAN PARK GOLF GROUP, INC. (collectively,
the “Purchase Agreements”).
B.Ukiah is interested in reviewing the Purchase Agreements in connection with issuing
its consent to the subject stock transfer under the terms of that certain lease for the Ukiah Golf
Course between Ukiah and TAYMAN PARK GOLF GROUP, INC.
C.Ukiah will use the confidential information to conduct such due diligence as it deems
necessary to obtain approval by the Ukiah City Council of the change in majority control of TPGG
as required by Section 24 of the July 1, 2012 Lease Agreement between the City and TPGG.
D.This Agreement is being entered into to set forth the terms under which the Purchase
Agreements and any information concerning the Purchase Agreements and the continuing
performance of TPGG under the Lease Agreement, as amended, is disclosed and to confirm
Ukiah’s ability to use the information and its responsibilities as to TPGG’s trade secrets and
confidential information.
In consideration of the disclosure of the Purchase Agreements to Ukiah and for other
good and valuable consideration, receipt of which is hereby acknowledged by Ukiah, TPGG and
Ukiah agree as follows:
AGREEMENT
Nondisclosure and Nonuse of Confidential Information. For purposes of this
Agreement, “Confidential Information'' shall mean all terms of and information contained in the
Purchase Agreements and any additional information or documentation disclosed to Ukiah by
TPGG or any employee, agent, representative, advisor or contractor of TPGG, or that
otherwise comes to the knowledge of Ukiah as a result of such disclosure and these
negotiations with TPGG, related to the Purchase Agreements and the transactions the subject
of the same, all of which are considered confidential information and trade secrets of TPGG.
Confidential Information shall not include information that (a) is now or subsequently becomes
generally available to the public through no fault or breach on the part of Ukiah; (b) Ukiah can
demonstrate to have had rightfully in Ukiah’s possession prior to disclosure to Ukiah by
TPGG; (c) is independently developed by Ukiah outside of his employment with TPGG,
COU No. 2223-166
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without the use of any Confidential Information, and which is not deemed to be an asset of
TPGG under any applicable law or case precedent; or (d) Ukiah rightfully obtained from a third
party who has the right to transfer or disclose that information for dissemination, without
restriction.
1. Ownership of Confidential Information. All Confidential Information and all
intellectual property rights therein remain the property of TPGG, and no license or other right to
Confidential Information is granted or implied hereby.
2. Allowable Uses of Confidential Information. The following shall not constitute misuse,
misappropriation or prohibited disclosure of confidential information:
a. Disclosure of Confidential Information to City officials, employees or
consultants for the purpose of evaluating and deciding on the approval of the
stock transfer;
b. Disclosure compelled by a court, including in an action under the California
Public Records Act (“PRA,” Gov. Code Section 6250 et seq.)
3. Remedies of TPGG. Ukiah understands and acknowledges:
a. That TPGG's trade secrets are protected under the laws of the State of California
including the Uniform Trade Secrets Act (Civil Code §3426 et seq.) and the Unfair Competition
provisions of the Business and Professions Code (§17200 et seq.). Ukiah’s misuse,
misappropriation, or disclosure any of TPGG's trade secrets, directly or indirectly, or Ukiah’s use
of them in any way, shall subject Ukiah to injunctive relief and may render Ukiah liable for
damages and, if in bad faith, for punitive damages and attorneys fees. In addition to the
foregoing, such action constitutes unfair competition and can render you liable for civil penalties
of up to $2,500 for each violation; and
b. That any disclosure or misappropriation of any of the Confidential Information in
violation of this Agreement may cause TPGG irreparable harm, the amount of which may be
difficult to ascertain and, therefore, agrees that TPGG shall have the right to apply to a court of
competent jurisdiction for an order restraining any further disclosure or misappropriation, and for
such other relief as TPGG shall deem appropriate, including reasonably attorney’s fees and
costs for the enforcement or interpretation of this Agreement. This right of TPGG shall be in
addition to the remedies otherwise available to TPGG at law or in equity.
4. Return of Confidential Information. Ukiah shall immediately return to TPGG all
written Confidential Information of TPGG and any and all records, notes and other written, printed
or tangible materials pertaining to that Confidential Information upon receipt of a written request
from TPGG or upon termination of Ukiah’s negotiations with TPGG, whichever shall first occur.
5. Binding on Effect. This Agreement and Ukiah's obligations hereunder shall be binding
upon the representatives, assigns, and successors of Ukiah and shall inure to the benefit of the
assigns and successors of TPGG.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with California law.
7. Entire Agreement. This Agreement constitutes the sole understanding of the parties
with respect to the subject matter of the Agreement, and may not be amended or modified except
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in writing signed by both of the Parties.
Executed on the day of February, 2023, in Sonoma County, California.
TPGG:
Tayman Park Golf Group, Inc.
By: Frank Johnson, Its President
Frank Johnson
James W. Stewart
Ukiah: City of Ukiah
By: Sage Sangiacomo, City Manager
ATTEST:
Kristine Lawler, City Clerk
Kristine Lawler (Feb 10, 2023 08:33 PST)
Kristine Lawler