Rue River RV Park
MUTUAL NONDISCLOSURE AND NONUSE AGREEMENT
This Mutual Nondisclosure And Nonuse Agreement (the “Agreement”) is made effective this 19th day of September 2025 (the “Effective Date”) by and between (1) Barry W. Davidson (the “Receiver”), solely in his capacity as the Receiver of the Estate of Todd P. Jones (the "Estate") and The River Rue R.V. Park, Inc. ("River Rue"”) and (2) Rand Hoffman (the “Interested Party”).
Background
(a) The Receiver and the Interested Party (each a “Party” and together, the “Parties”) may exchange certain information concerning the operations, assets, and liabilities of the Estate and River Rue (the “Operations”), wherein various matters of a proprietary or confidential nature may be disclosed by the Receiver and the Interested Party.
(b) The Parties may be willing to disclose certain confidential information to the other Party, based upon the terms set forth below.
Terms
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions.
(a) “Confidential Information” means disclosure by the Owner or their Representatives to the Recipient (as such terms are hereinafter defined) or the Recipient’s Representatives regarding the Owner or the Owner’s affiliates (orally, in writing, or electronic form) including, without limitation, information of a commercial, financial or technical nature; information concerning the Operations; the existence of discussions related to the Operations or this Agreement; business strategies, plans, and records; trademarks, copyrights, ideas, know-how, trade secrets or other intellectual property rights owned by, or controlled by, or licensed to Owner; client lists, contracts, policies, and other documentation that is, at the time of transmittal, identified as confidential or proprietary, or, if not so identified, would be considered confidential or proprietary to the reasonable Recipient, based on its content or mode of delivery. Confidential Information shall also include all analyses, compilations, studies, notes, and other materials prepared by the Recipient or its Representatives, containing or based in whole or in part on Confidential Information.
Confidential Information does not include all or any portion of information which (i) becomes generally available to the public other than as a result of a disclosure by Recipient or Recipient’s Representative, or (ii) was or becomes rightfully available to Recipient on a non-confidential basis from a source other than Owner or Owner’s Representatives; provided, that such source is not prohibited from disclosing such information to Recipient by a contractual, legal, or fiduciary obligation to Owner or Owner’s Representatives, or (iii) has been approved for release by a written authorization of the Owner.
(b) “Owner” means (i) the Interested Party to the extent it provides Confidential Information to the Receiver, and (ii) the Receiver to the extent he provides Confidential Information to the Interested Party.
(c) “Recipient” means (i) the Receiver to the extent it receives Confidential Information from the Interested Party, and (ii) the Interested Party to the extent it receives Confidential Information from the Receiver.
(d) “Representatives” means any individual, corporation, limited liability company, partnership, limited partnership or entity, enterprise or organization directly or indirectly which controls, is controlled by or is under common control with the Owner or the Recipient, as the context indicates, or any director, officer, employee, agent, legal and financial advisor, or other representative of the Owner or Recipient, as the context indicates.
2. Non-Disclosure of Confidential Information. The Recipient agrees that it shall not disclose any Confidential Information of Owner to any third party without the prior written consent of Owner. However, Recipient may disclose Confidential Information of Owner only to Recipient’s Representatives who have a legitimate need to know such Confidential Information in connection with the Operations and who shall (a) be advised by Recipient of the confidential nature of the Confidential Information, and (b) agree with Recipient to be bound by the provisions of this Agreement. The Recipient agrees that the Confidential Information shall not be used in any way directly or indirectly detrimental to the Owner. Recipient shall be responsible for any breach of this Agreement by any of Recipient’s Representatives. Recipient agrees, at its sole expense, to take reasonable measures consistent with measures that Recipient uses to protect its own Confidential Information (but in no event shall it use measures that are less protective than those that are commercially reasonable), to restrain Recipient’s Representatives from unauthorized disclosure or use of Confidential Information of Owner and/or to prevent any other unauthorized disclosures.
3. No Rights to Confidential Information. Neither the Recipient nor any of Recipient’s Representatives receive, and agree not to claim, any rights whatsoever to all or any portion of Owner’s Confidential Information. Neither Party shall have a valid claim to ownership of any applicable right of intellectual property, including, but not limited to, the copyrights, patents, trade secrets, or trademarks, of the other Party as a result of a disclosure of Confidential Information hereunder.
4. Compelled Disclosure. In the event that Recipient or Recipient’s Representatives are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, or similar process) to disclose all or any portion of the Confidential Information, Recipient will (i) provide Owner with prompt written notice of such request(s), (ii) consult with Owner on the advisability of taking legally available steps to resist or narrow such request, and (iii) reasonably assist Owner at Owner’s expense in seeking a protective order or other appropriate remedy. If a protective order or other remedy is not obtained and the Owner has not waived compliance with the provisions hereof, (i) Recipient or Recipient’s Representatives, as the case may be, may disclose to any tribunal only that portion of the Confidential Information which they are advised by counsel is legally required to be disclosed or else stand liable for contempt or suffer other censure or penalty and shall exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, and (ii) neither Recipient nor Recipient’s Representatives shall be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous non-permitted disclosure by Recipient or Recipient’s Representatives.
5. Return of Documents. Recipient agrees that any and all Confidential Information, whether in written or electronic form, including, without limitation, notes, diagrams, descriptions, reports, notebook pages, memoranda, and other writings, and any copies thereof, shall remain the property of Owner and upon the request of Owner shall either be (i) promptly returned to Owner, or (ii) destroyed.
6. Term. Except for Sections 2 and 3, which shall survive any termination of this Agreement, this Agreement will terminate one (1) year from the Effective Date.
7. Legal Remedies. Recipient hereby acknowledges that if any breach of this Agreement occurs, Owner may be irreparably and immediately harmed and might not be made whole by monetary damages. Accordingly, in addition to any other remedy to which it may be entitled in law or in equity, Owner shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and/or to compel specific performance of this Agreement without the posting of bond. Recipient also agrees to reimburse Owner for all costs and expenses, including reasonable attorney’s fees, incurred by it in enforcing Recipient’s or Recipient’s Representatives’ obligations under this Agreement.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without resort to applicable choice of law principles. The Parties hereby submit to the jurisdiction of the Superior Court of Snohomish County, Washington for any action involving this Agreement or the subject matter hereof.
9. Assignment. Any assignment of this Agreement without the prior written consent of the other Party shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns.
10. Waivers. Any consent or waiver of performance of any of the terms or conditions herein shall be in writing and effective only if such consent or waiver specifically refers to this Agreement and is signed by the Party purported to be bound thereby. In addition, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given, and such waiver or consent shall not be construed as a waiver of subsequent obligations to perform the same or additional terms and conditions.
11. Amendments. This Agreement may not be amended, modified, or revoked, except by written instrument executed by all Parties hereto.
12. Severability. Should any provision of this Agreement be held invalid or void for any reason, the remaining provisions shall remain in full force and effect.
13. Headings. The captions herein have been inserted solely for convenience of reference and in no way define, limit, or describe the scope or substance of any provision of this Agreement.
14. Joint Preparation. This Agreement shall be deemed to have been prepared jointly by the Parties. Any uncertainty or ambiguity existing herein shall not be interpreted against any Party by reason of its drafting of this Agreement but shall be interpreted according to the application of the general rules of interpretation for arm’s length agreements.
15. Counterparts. This Agreement may be executed in one or more counterparts each of which will be deemed an original, but together will constitute one and the same instrument.
16. Entire Agreement. This Agreement contains the full and entire Agreement of the Parties, superseding all previous understandings and commitments, and shall not imply a commitment of any kind except as relates to the exchange of information as described herein.
17. No Further Obligations. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise or intention to consummate a transaction by either Party. It is understood that this Agreement does not obligate either Party to enter into any further agreements or to proceed with any possible relationship or transaction.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.
ESTATE OF TODD P. JONES and THE RIVER RUE R.V. PARK, INC.
Barry W. Davidson, Receiver