Cushman & Wakefield U.S., Inc. (“C&W”) proposes to furnish confidential information to the below listed buyer including any of its associates, affiliates, designees, successors, heirs, or assigns (referred to as “buyer”, “you”, and “your”) regarding the below named property (“Property”). Upon submission of your acceptance of these terms as indicated, the property information will be forwarded for your review. The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to C&W. All fees due C&W in connection with the sale of the Property by Owner shall be paid by the Owner pursuant to a separate written agreement between C&W and Owner.
Confidentiality and Non-Disclosure Agreement
C&W has available for review certain information concerning the Property which includes brochures and other materials (collectively “Informational Materials”). C&W will not disclose such Informational Materials to Potential Purchaser unless and until the Potential Purchaser has executed this agreement. Upon C&W’s receipt of this executed agreement, C&W is prepared to provide the Informational Materials for the Potential Purchaser’s consideration in connection with the possible purchase of the Property subject to the following conditions. By entering into this agreement, Potential Purchaser agrees as follows:
1. All Informational Materials pertaining to the Property which may be furnished to the Potential Purchaser by C&W are confidential and shall continue to be the property of the Owner and C&W. The Informational Materials will be used solely for the purpose of the Potential Purchaser evaluating the possible acquisition of the Property directly for its own account (and not on behalf of any other party, whether as a broker, agent or otherwise) and may not be copied or duplicated without C&W’s written consent and must be returned to C&W immediately upon C&W’s request, or when the Potential Purchaser terminates negotiations with respect to the Property.
2. Potential Purchaser shall not (i) disclose the fact that discussions or negotiations are taking place concerning the possible acquisition of the Property or any of the terms thereof, or (ii) conduct any discussions, negotiations or make any inquiries concerning the possible acquisition of the Property with any other person or entity except Owner and C&W, except as may be permitted by the terms of this Agreement or except as may be required by law. The Informational Materials may not be disclosed to anyone other than the Potential Purchaser’s partners, employees, legal counsel and institutional lenders (“Related Parties”), for the purpose of evaluating the potential purchase of the Property. Such Related Parties shall be informed by the Potential Purchaser of the confidential nature of the Informational Materials and shall be directed (and Potential Purchaser shall cause such Related Parties) to treat the same with strict confidence in accordance with the terms of this Agreement.
3. In the event that Potential Purchaser or any of the Related Parties becomes legally compelled to disclose all or any part of the Informational Materials, Potential Purchaser will provide C&W and Owner with prompt written notice so that Owner may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that Owner waives compliance with the provisions of this Agreement, Potential Purchaser will furnish only that portion of the Informational Materials which is legally required and will exercise best efforts to obtain reliable assurance that confidential treatment will be accorded the Informational Materials.
4. Potential Purchaser acknowledges that remedies at law may be inadequate to protect against breach of this Agreement, and Potential Purchaser hereby agrees in advance to the granting of injunctive relief in Owner’s favor without proof of actual damages, in addition to any other remedies available at law or in equity. Potential Purchaser shall reimburse Owner for all costs and expenses, including reasonable attorneys’ fees incurred by Owner in successfully enforcing Potential Purchaser’s obligations under this Agreement. The Potential Purchaser hereby indemnifies and holds harmless C&W and the Owner and their respective affiliates and successors and assigns against and from any damage, loss, liability or expense, including attorney’s fees, arising out of any breach of any of the terms of this Agreement.
5. The Potential Purchaser understands and acknowledges that C&W and the Owner do not make any representations or warranty as to the accuracy or completeness of the Informational Materials. C&W and Owner expressly disclaim any and all liability for representations or warranties, express or implied, in or related to the Informational Materials, or in any other written or oral communications transmitted or made available to Potential Purchaser by C&W or Owner.
6. Owner is under no legal obligation of any kind whatsoever with respect to the proposed sale of the Property by virtue of this Agreement, except for the matters expressly agreed to herein. The Potential Purchaser acknowledges that the Property has been offered for sale subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice. The Potential Purchaser acknowledges that they shall not contact any of the tenants in the Property without the written consent of the Owner. The Potential Purchaser acknowledges that the Property is being offered without regard to race, creed, sex, religion, or national origin. This agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located applicable to contracts made in and to be performed wholly within such state.
7. Potential Purchaser acknowledges that C&W is hereby representing only the Owner. Potential Purchaser hereby agrees to indemnify and hold harmless C&W and Owner from any and all claims, liabilities, losses, damages, costs and expenses arising from the claim of any other broker, finder or other person for any compensation, arising by, under or through Potential Purchaser. Further, in the event Potential Purchaser employs, engages the services of, or uses any other broker, finder, or any other person in the course of the proposed acquisition of the Property, compensation due to that party, if any, shall be borne solely by Potential Purchaser (and not by C&W or Owner) and such compensation will be separate, distinct, and not a portion of any compensation or commission due to C&W or Owner.
8. Potential Purchaser represents that it is considering the proposed acquisition of the Property for its own account and not on behalf of any other person or party, whether as a broker, agent or otherwise. Further Potential Purchaser understands that before C&W or Owner would provide any Informational Materials to the “Potential Purchaser” identified herein as broker, C&W and Owner would have additional requirements, including requiring such a Potential Purchaser to agree that it will not divulge or release any of the Informational Materials until any prospective purchasers sign a duplicate of this Agreement, agreeing to all of the terms and conditions set forth herein and such signed Agreement is delivered to C&W.
9. This Agreement shall be valid for one (1) year.
If in agreement with the foregoing, please fill out the below form and return this executed agreement to Cushman & Wakefield