Cushman & Wakefield Real Estate Services, LLC 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.
Confidentiality and Non-Disclosure Agreement
Cushman & Wakefield Real Estate Services, LLC, a Minnesota limited liability company (Broker) agrees to furnish to you (signing below) information regarding the property, financial condition, and operations of the Property listed below (the “Proprietary Information”). In consideration of obtaining the Proprietary Information, you hereby agree:
1. That all Proprietary Information furnished by Broker to you will be deemed confidential. 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 Cushman & Wakefield 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.
2. Not to disclose any information regarding the Property to any other person who has not also signed and dated this agreement, except to secure their advice and counsel, in which case I (we) agree to obtain their agreement to maintain such confidentiality. “Information” shall include the fact that the Property is for sale plus any other data provided.
3. Not to contact the respective Owner, Tenants, employees, suppliers, bankers or customers except through Broker, unless written consent to do so is granted by Broker and Owner, or in any way interfere with the contract for services that exists between Broker and Owner. All correspondence, inquiries and negotiations relating to potential purchase will be conducted exclusively through Broker.
4. That you understand that Broker and the Owner have included in the Proprietary Information certain information which we consider to be relevant for the purpose of your investigation of the proposed transaction, Broker does not make any representation or warranty as to its accuracy or completeness and, further, you agree to hold Broker harmless from all claims, losses and damages as related to Property. Broker urges you to complete prudent due diligence to verify the Company’s representations.
5. All Informational Materials pertaining to the Property which may be furnished to the Potential Purchaser by Cushman & Wakefield are confidential and shall continue to be the property of the Owner and Cushman & Wakefield. 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 Cushman & Wakefield’s written consent and must be returned to Cushman & Wakefield immediately upon Cushman & Wakefield’s request, or when the Potential Purchaser terminates negotiations with respect to the Property.
6. That, if you breach any provision herein, you shall be liable for all remedies under law and equity and, further, for all costs and attorney’s fees incurred by the Owner and by Broker in protecting their rights hereunder.
7. 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.
8. Prospective Purchaser understands that Broker is representing the Owner in the sale of the Property. If Prospective Purchaser desires to have representation, Prospective Purchaser will compensate their representative. In no event shall Owner or Broker be liable for any compensation to Prospective Purchaser’s representatives.