Will FED Action Disrupt the CRE Market?

This Confidentiality Agreement (“Agreement”) is made and agreed to by Marcus & Millichap (“Broker”) as representative of the Owner of the Subject Property (“Property”) and Prospective Purchaser.

Prospective Purchaser has requested information from Broker for the purpose of evaluating a possible acquisition of the Property. Owner has instructed Broker to deliver information concerning the Property, much of which is highly confidential, only to those Prospective Purchasers who sign this Agreement.

The parties agree, in consideration of the covenants and agreements contained herein, as follows:

1. Prospective Purchaser will not disclose, permit the disclosure of, release, disseminate or transfer, any information obtained hereunder (“Information”) to any other person or entity.
2. If Prospective 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 only to those persons within the entity who have need to know of the information, and who are specifically aware of the Agreement and agree to honor it.
3. This Agreement applies to all Information received from Broker, now or in the future, which is not readily available to the general public. Prospective 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.
4. 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.
5. Prospective Purchaser shall not contact directly any persons concerning the Property, other than Broker, without Broker’s or Owner’s written permission. Such persons include, without limitation, Owner’s employees, suppliers and tenants.
6. Prospective Purchaser acknowledges that it is not an agent on behalf of any other party in conjunction with the purchase of the Property.
7. Neither Broker nor Owner make any representations or warranty, express or implied, as to the accuracy or completeness of any information provided by them. Prospective Purchaser assumes full and complete responsibility for the reconfirmation and verification of all Information received and expressly waives all rights of recourse against Owner and Broker with respect to the same.
8. Prospective Purchaser agrees to indemnify and hold Agent harmless from any and all liability, damages, losses, causes of action, or other claims (including attorneys’ fees and other defense costs) arising from or asserted in connection with any incomplete or inaccurate information provided by Seller, any material information concerning the Property which Seller has failed to disclose, any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation for bringing about any investment in the Property, and/or for any claims against Agent for environmental responsibility with respect to the Property.
9. The Persons signing on behalf of Prospective Purchaser and Broker represent that they have the authority to bind the party for whom they sign.
10. Should Prospective Purchaser choose to work with outside representation other than Broker, Prospective Purchaser understands and agrees that Broker is under no obligation to split any commissions payable to Broker by owner of the Property should Prospective Purchaser acquire the Property.
11. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.

Prospective Purchaser is working with Broker, specifically Brad Mills, with the understanding that Broker is representing the Seller. Prospective Purchaser acknowledges that it is acting as a PRINCIPAL ONLY and as such is not entitled to any commission.