This Non-Disclosure and Exclusive Representative Agreement (“Agreement”) is entered into on this October 6, 2024 (the “Effective Date”), between the parties named above (“Crotty” and “Owner”).
RECITALS
WHEREAS, Crotty has identified numerous ATUs that were installed in direct violation of multiple sections of Florida Statute and Administrative Code during the course of its regular business in providing maintenance services to said ATUs;
WHEREAS, Owner has been harmed by the installation of a said ATU and currently has an ATU that does not function properly, that is missing vital components required for proper function, that requires maintenance beyond what is recommended by the manufacture, that has caused effluent to backup into their home and prevent the normal use of facilities, that has caused ponding in the yard or dead grass, that has failed prematurely, and/or that has forced them to incur financial cost;
WHEREAS, Crotty has invested significant time in identifying, documenting and researching said ATUs and their associated failures and violations, has corresponded with multiple manufactures regarding installed components of said ATUs, has assembled other industry professionals, including engineers and CEHPs, to further identify and document said violations, and has retained legal counsel to correct said violations at its own expense.
WHEREAS, Crotty has retained legal counsel and submitted a Notice of Unadopted Rule Challenge to the Florida Department of Environmental Protection (“FLDEP”), asserting that said ATUs were installed in violation of various sections of Florida Statute and Florida Administrative Code. Further, Crotty is investigating additional legal avenues to ensure compliance with applicable septic system installations, including forming a class to sue for damages caused by improper ATU installations. This Unadopted Rule challenge and other potential legal actions are referred to herein as “Legal Actions.”
NOW, THEREFORE, in consideration of the recitals above, Crotty and Owner hereby agree to the following:
I. NON-DISCLOSURE AND EVIDENTIAL SUPPORT
1.1 Non-Disclosure. The Parties agree that they shall have the obligation to:
(a) hold the Confidential Information in the strictest of confidence;
(b) not use the Confidential Information for any personal gain or detrimentally to the other Party;
(c) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;
(d) not disclose the fact that the Confidential Information has been made available or that discussions and negotiations are taking place or have taken place or any of its terms, conditions or other facts with respect to the transaction; and
(e) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than as a consequence of a breach by any of the Parties and their confidentiality obligations hereunder.
Notwithstanding the above, Crotty is not precluded from filing additional lawsuits relating to ATUs installed in violation of Florida Statute and Florida Administrative Code.
1.2 Evidential Support. Should evidential support from the Owner be deemed useful or necessary to support the Legal Actions, the Owner agrees to provide testimony and documentation, such as but not limited to affidavit(s), Deposition(s), photos, and videos regarding their ATU.
II. FIRST RIGHT TO REPAIR OR REPLACE
2.1 First Right to Repair or Replace. Should funds be allocated to the Owner to repair or replace their ATU as a result of the Legal Actions, Crotty shall have the first right to repair or replace their ATU.
III. MISCELLANEOUS
3.1 Indemnification by Owner. The Parties agree to defend and indemnify each other at all times in respect of any and all claims, demands, losses, damages, liabilities, costs and/or expenses of any kind whatsoever incurred by an entity not mentioned in this Agreement except to the extent caused by the negligence or an unauthorized disclosure of Confidential Information by one of the Parties or their respective employees, agents, representatives, successors, heirs or assigns.
3.2 Assignment by Owner. The Parties agree that this Agreement may be assigned to their agents, representatives, successors, heirs or assigns.
3.3 Non-Owner Signer Disclaimer. Should someone other than the property owner agree to this Non-Disclosure and Exclusive Representation Agreement on the Owner's behalf, the Parties will be legally bound by the terms of said agreement. The signer acknowledges and represents that they have the authority to bind the owner to the terms of this Agreement.
