1. Parties. This Agreement is between Jackson Square Event Center, 301 E Jackson St, Harlingen, TX (the “Disclosing Party”) and you, the individual who accepts this Agreement (the “Receiving Party,” identified by the name, email, date and time, and IP address recorded when you accept it).

2. Confidential Information; Trade Secrets. “Confidential Information” means all pricing, package details, quotes, discounts and coupon codes, floor plans and layouts, promotions, concepts, and operational and pricing strategies made available to the Receiving Party through this promotion, and all pages, documents, and materials accessed under it — whether or not marked “confidential.” This information derives independent economic value from not being generally known to competitors and is designated as trade secrets under the Texas Uniform Trade Secrets Act (TUTSA) and the federal Defend Trade Secrets Act (DTSA).

3. Obligations (Non-Use & Non-Disclosure). The Receiving Party will keep the Confidential Information strictly confidential; will use it solely to evaluate booking their own event with the Disclosing Party; and will not copy, distribute, publish, or disclose it to any third party — in particular any competing venue, event center, or event business, or anyone connected to them — or use it to solicit or negotiate competing offers or to compete against the Disclosing Party.

4. Representation. The Receiving Party represents that they do not own, manage, work for, or have any affiliation with a competing event center, venue, or event business, and will notify the Disclosing Party if that changes.

5. Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was lawfully known to them before disclosure, is independently developed without use of the Confidential Information, or is required to be disclosed by law (with prompt notice to the Disclosing Party).

6. Return or Destruction. If the Receiving Party does not book an event, they will, on request, stop accessing and delete or destroy all copies of the Confidential Information (including downloads, screenshots, and printouts).

7. Term. These obligations remain in effect for two (2) years from the date of disclosure.

8. Consideration. In exchange for these obligations, the Disclosing Party grants the Receiving Party access to the confidential pricing and promotional offer — access that is the consideration making this Agreement binding.

9. Acknowledgment of Harm. The Receiving Party understands that the Disclosing Party’s pricing and package information is highly sensitive and central to how the business operates, and that keeping it private is critically important. The Receiving Party acknowledges that any unauthorized sharing — especially with a competitor or anyone connected to one — can cause the Disclosing Party serious, wide-ranging, and compounding harm, including without limitation: (a) lost events and bookings; (b) loss of the contribution those events make toward fixed operating costs (rent/mortgage, insurance, staffing, utilities, and other overhead that must be paid whether or not an event is booked), which can threaten the viability of the business; (c) price erosion — being forced to lower prices on the events it does book in order to stay competitive after a competitor undercuts it using the disclosed information; (d) loss of current and prospective clients; (e) unfair competition and predatory market practices by competitors, including undercutting and using the Disclosing Party’s own pricing to negotiate against it; (f) loss of goodwill and reputation, including a false market perception, spread by word of mouth, that the Disclosing Party is overpriced; and (g) other direct, indirect, and consequential damages flowing from the disclosure.

10. Liquidated Damages. Because these harms are real but difficult to calculate precisely in advance, the parties agree that each unauthorized disclosure or use of the Confidential Information shall entitle the Disclosing Party to liquidated damages equal to the greater of (i) $100,000 per incident, or (ii) the Disclosing Party’s actual damages. The parties acknowledge, based on the Disclosing Party’s bookings, package values, margins, and market, that actual damages may reasonably reach or exceed $500,000 depending on the scope of the disclosure and its effect on the Disclosing Party’s bookings, pricing, clients, and goodwill. The parties agree this amount is a reasonable pre-estimate of anticipated harm and not a penalty.

11. Remedies; Willful Breach. A breach may cause irreparable harm for which money damages alone are inadequate, and the Disclosing Party is entitled to injunctive relief in addition to liquidated and/or actual damages, disgorgement of any benefit gained, costs, and reasonable attorneys’ fees. The materials are individually marked and traceable to the Receiving Party. Where the Receiving Party is, or is affiliated with, a competitor, or willfully obtains, accesses, or discloses the Confidential Information after being advised that it is confidential and not to be obtained or shared, such conduct is willful and malicious and entitles the Disclosing Party to enhanced and exemplary damages (including up to two times damages under applicable trade-secret law) and to recover both direct and indirect/consequential damages.

12. Governing Law. This Agreement is governed by the laws of the State of Texas. See our Terms & Conditions and Privacy Policy.