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Text Of Cordish Confidentiality Agreement

  The newest frustration and consternation caused by the Cordish Group and those associated with it is a “Confidentiality Agreement” mentioned in the report issued by Michael S. Norman, Louisville Metro Auditor, last week.

  This confidentiality agreement had to be signed in order for various public officials to review “certain information” provided by LG Financial, Inc, the financialmuscle of the Cordish Group. The text of the Confidentiality Agreement is below:

 

As a courtesy to LG Financial, Inc. (“Sublandlord”) and Louisville Galleria, LLC (“Landlord”), we have agreed to permit the individuals whose names are listed below the opportunity to review, in the offices of Landlord, on August 7, 2009, certain information (the “SSC Material”) concerning certain of the costs we incurred in connection with the development, construction and opening of the Sports & Social Club in downtown Louisville, Kentucky (the “Club”).

 

           In consideration of your viewing of such information, each of you recognize and agree that the SSC Material constitutes our privileged confidential trade secrets and as such, under no circumstances shall you disclose, circulate or disseminate any of the SSC Material.  You agree that you shall only review the SSC Material in Landlord’s offices and you agree that you shall not remove any SSC Material from Landlord’s offices.  Similarly, you shall not make copies of any of the SSC Material. Only Mike Norman shall make notes concerning the SSC Material and it is agreed that such notes are exempt from disclosure under Kentucky’s open records laws. 

 

            The only written statement which will be released is a letter from Mr. Norman to Mayor Abramson stating that he has determined that the loan proceeds were or were not used in accordance with the terms of the loan agreement.  Such letter shall be substantially in the form of the sample letter attached hereto as exhibits A.  Other than Mr. Norman’s letter, none of the undersigned shall make any written or verbal statements concerning the SSC Materials other than to confirm or not confirm that $950,000 was spent on tenant assistance at the Club as determined by Mr. Norman’s letter.

 

          In further consideration of us granting you the opportunity to review the SSC Material, you agree to indemnify, defend (with counsel reasonably acceptable to the us), reimburse and hold us, our members, employees, agents and/or representatives harmless from and against any and all claims, losses, damages and liabilities, and all other costs and expenses relating thereto, including reasonable attorneys’ fees, suffered or incurred by us relating to any breach by you of any of the provisions of this Agreement. Money damages would not be a sufficient remedy for any breach of this Agreement, including, without limitation, your agreement not to take information from Landlord’s offices and your agreement to not make unauthorized public statements about the contents of the SSC Material, and, in addition to all other remedies available under applicable law, SSC shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach.  You agree you will not oppose the granting of such relief and will waive any requirement for the posting of any bond or other security in connection therewith. 

 

No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth and signed by us in writing.  No failure or delay by us in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.  This Agreement may be executed in one or more counterparts (including via facsimile or other electronic transmission), each of which will be deemed an original copy of this Agreement, and all of which, taken together, shall be deemed to constitute one and the same agreement.

This Agreement and any dispute arising hereunder or in connection with the matters contemplated hereby, whether in contract, tort or otherwise, shall be governed in all respects by the internal laws of the State of Maryland.  In the event of any litigation arising hereunder or in connection with the matters contemplated hereby, each party agrees to submit to the non-exclusive jurisdiction of courts of the State of Maryland.  The parties hereby mutually waive any and all rights which either may have to a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Agreement.

 

If one or more provisions of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected.

Please confirm your agreement with the foregoing by signing and returning to the undersigned a copy of this Agreement.  By signing below you expressly acknowledge and agree that you are individually bound by the provisions of this Agreement.

Very truly yours,

 

DOWNTOWN SPORTS, LLC, a Kentucky limited liability company

 

 

By: ___________________________

Name:  Jake Miller

Title:  Vice-President

 

 

Agreed and accepted as of the _____ day of August, 2009.

 

 

_____________________________                                      ______________________________

C. Bruce Traughber                                                                  David Tandy

 

 

_____________________________

J. David Morris

 

 

_____________________________

Ellie Shipley

 

 

_____________________________

August 25, 2009 - Posted by | Uncategorized

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