This Confidentiality Agreement (the “Agreement”), prepared by Founders 3 Real Estate Services, is executed by the representative indicated below, an interested party and prospective purchaser for the property specified below (the “Interested Party” in the “Proposed Transaction”), in favor of the Seller (“Owner”):
In connection with Interested Party’s possible purchase from Owner of certain real property (the “Property”), Owner intends to make available certain information to Interested Party. The term “information” means all information that Owner has made or is making available to Interested Party, whether directly or through Founders 3 Real Estate Services (“Owner’s Property Representative”), whether before or after the date of this Agreement, whether tangible or intangible, and in whatever form, including but not limited to any lease agreements and tenant financial information, as well as all information generated by Interested Party or its Representatives (as defined below) that contains, reflects or is derived from the furnished information. Such information may, but shall not be required to be itemized on a schedule which may now or later be attached to this Agreement and initialed by Interested Party. The information does not purport to contain all of the information that Interested Party may desire. Interested Party should conduct its own investigation and analysis of the information for the Owner and the Owner’s Property Representative do not warrant or represent the validity of the information and shall be held harmless.
In consideration of Owner’s disclosure of the information to Interested Party, Interested Party agrees that it shall keep the information confidential and will use the information solely for purposes of evaluating the Proposed Transaction and shall not use any of the information in any way detrimental to Owner. Without the prior written consent of Owner, such information shall not be disclosed by Interested Party or any of its officers, directors, partners, employees, affiliates, agents or representatives (collectively, “Representatives”) to any third party and shall not be used by Interested Party or its Representatives other than in connection with the Proposed Transaction with the Owner. At any time upon the request of Owner, Interested Party and its Representatives will promptly return or destroy (and certify such destruction) all information as well as all information generated by Interested Party or its Representatives that contains, reflects or is derived from the furnished information.
Interested Party agrees that the information may be transferred only to such of its Representatives who need to know the information for the sole purpose of assisting Interested Party in evaluating the Proposed Transaction, who are informed of this Agreement, and who in writing agree to be bound by the terms hereof as if a party hereto.
Neither Owner, Owner’s Property Representative, nor any of their representatives has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the information. Interested Party agrees that neither Owner, Owner’s Property Representative, nor their representatives shall have any liability to Interested Party or to any of its Representatives resulting from the providing or use of the information. Interested Party agrees to indemnify and hold Owner harmless from and against any and all loss, damage, liability, cost and/or expense (including reasonable attorneys' fees) resulting from or arising out of any breach of this Agreement by Interested Party or its Representatives.
