In connection with an evaluation of a potential investment in Marwit Capital Partners III, L.P. (the "Partnership"), recipient acknowledges that evaluation materials have been and will be made available on the condition that they be maintained strictly confidential. The undersigned prospective investor in the Partnership (or a sponsor or adviser to a prospective investor) (such investor, sponsor or adviser, the "Recipient"), in consideration of being provided with such materials, agrees to the terms set forth herein.
As used below, the term "Confidential Information" shall mean all materials (in whatever media) provided to Recipient and Recipient's Representatives (as defined below) or to which access is given (whether prior to or after the date of this letter agreement), directly or indirectly by or on behalf of Marwit Investment Management, LLC and its affiliates (collectively, "Marwit"), in connection with the offering of interests in the Partnership, including without limitation the Confidential Private Placement Memorandum, term sheet, historical and projected performance information, drafts of partnership agreement, subscription agreement and related agreements and due diligence materials.
1. Recipient, on behalf of Recipient and Recipient's Representatives, agrees that all Confidential Information shall be retained by Recipient for only so long as is reasonably necessary and shall not, without the prior express written consent of Marwit (whether granted prior to or after the date of this letter agreement and including any written consent granted by the general partner of a Marwit investment fund), be (a) disclosed to, or reproduced in any manner for, any person or (b) used by Recipient other than for evaluating an investment in the Partnership and, to the extent relevant, monitoring Recipient's investment in any existing Marwit investment fund. Marwit hereby consents to the disclosure by Recipient of Confidential Information to Recipient's fiduciaries, custodians, employees, accountants, attorneys and similar advisors and representatives (collectively, "Recipient's Representatives") who (1) have a business need to know such Confidential Information in the course of their activities on behalf of Recipient (to the extent of such business need), (2) have been informed of the confidential nature of such Confidential Information and (3) by the nature of their position, pursuant to written agreement, or otherwise, are bound by disclosure and use restrictions with respect to such Confidential Information that are substantially similar to or more restrictive than those set forth in this letter agreement.
2. The requirements of Paragraph 1 shall not apply to any information that is currently or becomes: (a) required to be disclosed pursuant to applicable law, rule or regulation; a domestic national securities exchange rule; or court order (but in each case only to the extent of such requirement); (b) publicly known or available (other than through breach of this agreement); or (c) known or available to Recipient without obligations of confidentiality from a third party, other than through or on behalf of Marwit, unless Recipient is aware that such third party is under an obligation to maintain the confidentiality of such information. Prior to disclosure of any Confidential Information pursuant to the preceding clause (a), Recipient shall promptly, and in any event prior to making such disclosure (unless prohibited by law), notify Marwit so that Marwit may, in its discretion, seek a protective order or other remedy to protect the confidentiality of the Confidential Information.
3. This letter agreement may only be waived by a writing signed by Marwit Investment Management, LLC and shall be governed by the internal laws of the State of California.