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Confidentiality/Registration
Agreement
Exclusive/PRINCIPAL
THIS
CONFIDENTIALITY AGREEMENT,
(“Agreement”) is made and agreed to by Prudential
CRES Commercial Real Estate, (“Broker”), exclusive listing broker
for the Property, and PURCHASER(“Purchaser”)
regarding the property(s)
Advertised on following sites:-
- www.swairah.com
- www.swairah.net
- www.prudentialcrescincinnati.com
- www.prudentialcrescolumbus.com
- www.loopnet.com
- www.bizbuysell.com
-
www.tradeholding.net
The
obligation of confidentiality undertaken pursuant to this Agreement shall
survive the terms of the Broker’s Listing Agreement with the property owner,
hereinafter “Owner”.
PURCHASER
HAS REQUESTED certain information concerning Property, hereinafter
“Information”, from Broker for the purpose of evaluating a possible
acquisition of the Property. Owner
has instructed Broker to deliver Information, much of which is highly
confidential, only to those potential purchasers who sign this Agreement.
The parties agree, in consideration of the
covenants and agreements contained herein, as follows:
- Purchaser will not
disclose, permit the disclosure of, nor release, disseminate or transfer any
information obtained hereunder (“Information”) to any other person or
entity, except to those of its agents, representatives and employees who
need to know the Information, and who are informed by Purchaser of the
confidential nature of the Information, and agree to be bound by the terms
of this Agreement.
- All information shall
be used for the sole purpose of evaluating the potential acquisition of the
Property, and it shall not at any time, or in any manner, be used for any
other purpose.
3.
Purchaser agrees that it will make no copies of the Information, and that
the Information will be kept confidential and will not be disseminated in
written or oral form to any third party without Broker’s or Owner’s prior
written consent, which may be granted or denied at their sole discretion
following Purchaser’s disclosure to Broker of the name of the proposed
recipient.
- Purchaser shall not
contact directly any persons concerning the Property, other than Broker,
without Broker’s written permission.
Such persons include, without limitation, Owner’s employees,
suppliers and tenants.
5.
Further, Purchaser and its agents, representatives and employees will not
volunteer, or disclose in any way, to any person or entity, including tenants or
prospective tenants of the Property or any competing properties:
a.
that the Information has been made available,
b.
any notes or summaries of the Information,
c.
the fact that the Property may be for sale,
d.
that discussions or negotiations are taking place or will take place, or
e.
any of the terms or conditions or other facts concerning a possible
acquisition of the Property.
6.
If Purchaser is a corporation, partnership, limited liability company or
other non-natural legal entity, the person(s) signing this Agreement on its
behalf will take all appropriate precautions to limit the dissemination of the
Information as described above. This
Agreement shall be binding upon their respective successors, assigns, heirs and
legal representatives, including, without limitation, any corporation or other
business entity with which the Purchaser may merge or consolidate or to which
they may transfer substantially all of its assets or enter into an acquisition
or reorganization transaction.
- Purchaser acknowledges
that its agents, representatives and employees shall be bound by this
Agreement, and any breach thereby shall be deemed a breach by Purchaser.
- This Agreement applies
to all Information received from Broker, now or in the future, which is not
readily available to the general public.
Purchaser understands that all information shall be deemed
confidential, valuable and proprietary such that its unauthorized
disclosure, even without intent to harm, could cause substantial and
irreparable harm to Owner and Broker.
- In the event of any
breach or threatened breach of this Agreement, Broker and Owner shall have
the right and remedy to institute proceedings to obtain immediate injunctive
relief, since such breach or threatened breach may cause irreparable damage
to Owner and Broker, for which monetary damages would not provide an
adequate remedy. Nothing in
this agreement shall be construed to limit other remedies available to
Broker and Owner, and the breaching party shall be liable for all costs of
enforcement of the terms of this Agreement, including, without limitation,
court costs and reasonable attorney’s fees.
- Purchaser acknowledges
that it is a principal and not an agent on behalf of any other party in
conjunction with the purchase of the Property (except Advisors working on
behalf of their pension fund clients).
Purchaser acknowledges that it is not working with any other broker
or agent other than the Broker named in paragraph 14 below in connection
with the property.
- Neither Broker nor
Owner makes any representations or warranty, express or implied, as to the
accuracy or completeness of any Information provided by them.
Purchaser assumes full and complete responsibility for reconfirmation
and verification of all Information received and expressly waives all rights
of recourse against Owner and Broker with respect to the same, and agrees to
hold Broker and Owner harmless from any and all claims arising out of
delivery of the Information to Purchaser.
- The Persons signing on
behalf of Purchaser represent that they have the authority to bind the
parties for whom they sign.
- This Agreement shall
be governed and construed in accordance with the laws of the State of Ohio,
with venue exclusively in the state court in Hamilton County.
14.
Purchaser, jointly and severally, indemnify Broker and Owner against any
commission claims by any broker other than Owner’s representative, Prudential
CRES Commercial Real Estate. Purchaser
further acknowledges that Broker will not pay a commission to anyone who is,
acts as, or has an interest of any kind or nature whatsoever, whether contingent
or vested, direct or indirect, oral or written, in the Purchaser, and further
acknowledges that in this contemplated transaction, the Broker is acting as the
agent of the Owner and, in the event of a sale of the Property, shall be paid a
commission based on a prior agreement between the Owner and the broker.
Purchaser Initials:
_______
PURCHASER
DATE:__________________________________
NAME/COMPANY:______________________________________________________
ADDRESS:______________________________________________________________
CITY/STATE/ZIP:________________________________________________________
TELEPHONE:___________________________________________________________
FAX:___________________________________________________________________
SIGNATURE:____________________________________________________________
PRINT
NAME:___________________________________________________________
TITLE:__________________________________________________________________
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