The undersigned has been advised that Kidder Mathews (“KIDDER MATHEWS”) has been retained on an exclusive basis with respect to the sale of the Property. The owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to KIDDER MATHEWS.
KIDDER MATHEWS has made available for review certain information (“Confidential Information”) concerning the Property. On behalf of owner, KIDDER MATHEWS may make such Confidential Information available to the undersigned upon execution of this Confidentiality Agreement. As used herein, the term “Confidential Information” means information disclosed by KIDDER MATHEWS or owner to you with respect to the Property, whether delivered orally or in written form, and which is confidential or proprietary in nature. “Confidential Information” includes, without limitation, all information regarding the Property, the condition of the Property, including any environmental or other matters, the owner’s existing or proposed owned or leased properties, assets, business plans, operations, development plans, pricing, lease terms, sales and financial projections, the offering memorandum, and other data and information provided in the course of communications concerning a potential Transaction, except information that (i) at the time of disclosure or thereafter is generally available to and known to the public (other than as a result of a disclosure directly or indirectly by you or your representatives) or (ii) can be shown to have been independently and lawfully acquired or developed without the violation of this Agreement. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to invest in the Property. This is not an agreement to sell the Property nor an offer of sale. No agreement binding upon owner of the Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until owner of the Property enters into a formal binding agreement of sale.
The Confidential Information contains brief, selected information pertaining to the business and affairs of owner, and has been prepared by KIDDER MATHEWS, primarily from information supplied by owner. It does not purport to be all-inclusive or to contain all the information that a prospective buyer may desire. Neither KIDDER MATHEWS nor Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.
By executing this Confidentiality Agreement, you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm, or entity without prior written authorization of owner or KIDDER MATHEWS, except that the information may be disclosed to your partners, employees, legal counsel, and lenders on a need to know basis, or pursuant to a court order. In the event you become legally obligated to disclose any Confidential Information, you will provide owner and KIDDER MATHEWS prompt notice thereof so that owner may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement. The owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Property and to terminate discussions with any party at any time with or without notice. The undersigned hereby agrees to return the Confidential Information to KIDDER MATHEWS immediately without retaining any copies thereof if negotiations are not pursued or upon cessation of any negotiations or demand by KIDDER MATHEWS.
The undersigned parties hereby acknowledge that they have not dealt with any broker other than KIDDER MATHEWS regarding the acquisition of the Property, or if they have, the undersigned parties hereby agree to indemnify owner and KIDDER MATHEWS against any compensation, liability, or expense arising from claims by any other broker or other party in connection with the sale of the Property. Prospective buyer and buyer’s broker, if any, acknowledge that Seller agrees to pay buyer’s broker a sales fee equal to one and one tenth percent (1.10%) of the purchase price at closing. Any fees exceeding this amount shall be responsibility of the buyer.