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Confidentiality/Registration
Agreement
THIS
CONFIDENTIALITY AGREEMENT,
(“Agreement”) is made and agreed to by Swairah Web Solutions an
associate with Ohio Petroleum Organization, (“Consultant”), and Purchaser
(“Client”).
_________________________________________________________________________________
_________________________________________________________________________________
CLIENT
HAS REQUESTED certain information concerning Property, hereinafter
“Information”, from Listing Broker for the purpose of evaluating a possible
acquisition of the Property. Owner
reserves the right 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:
- Client 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 Client 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.
Client 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 Consultant's or Owner’s prior
written consent, which may be granted or denied at their sole discretion
following Client’s disclosure to Consultant of the name of the proposed
recipient.
- Client shall not
contact directly any persons concerning the Property, other than Consultant,
without Consultant’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 Client 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 Client may merge or consolidate or to which
they may transfer substantially all of its assets or enter into an acquisition
or reorganization transaction.
- Client acknowledges
that its agents, representatives and employees shall be bound by this
Agreement, and any breach thereby shall be deemed a breach by Client.
- This Agreement applies
to all Information received from Consultant, now or in the future, which is not
readily available to the general public.
Client 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, Broker and Consultants..
- In the event of any
breach or threatened breach of this Agreement, Consultant 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 Consultant, for which monetary damages would not provide an
adequate remedy. Nothing in
this agreement shall be construed to limit other remedies available to
Consultant 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.
- Client 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).
Client acknowledges that it is not working with any other broker,consultant
or agent other than the Consultant named in paragraph 14 below in connection
with the property.
- Neither Consultant nor
Owner/Broker makes any representations or warranty, express or implied, as to the
accuracy or completeness of any Information provided by them.
Client assumes full and complete responsibility for reconfirmation
and verification of all Information received and expressly waives all rights
of recourse against Owner, Broker and Consultant with respect to the same, and agrees to
hold Consultant and Owner/Broker harmless from any and all claims arising out of
delivery of the Information to Client.
- The Persons signing on
behalf of Client 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 Montgomery County.
14.
Client, jointly and severally, indemnify Consultant and Owner/broker against any
fee claims by any broker. Client
further acknowledges that Consultant 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 Client, and further
acknowledges that in this contemplated transaction, the Consultant is acting as the
agent of the Client and, in the event of a sale of the Property, shall be paid a
fee based on a prior agreement between the Client and the Consultant.
Client Initials:
_______
| CLIENT
NAME/COMPANY:______________________________
ADDRESS:______________________________________
CITY/STATE/ZIP:________________________________
TELEPHONE:___________________________________
FAX:__________________________________________
SIGNATURE:____________________________________
PRINT NAME:___________________________________
EMAIL:_________________________________________
DATE:_________________________________________ |
CONSULTANTS
Swairah Web Solutions
(an associate of)
Ohio Petroleum Organization
411 N Spring Street, Suite_2
Wilmington, OH 45177
Tel: (937-470-9400
Fax: (937) 435-5556
email: habib@swairh.com
website: www.swairah.com
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