Thank you — your confidentiality agreement has been submitted. The Retail Investment Team will review it and email your access code, typically within one business day.
Return to the PortfolioTHIS CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into as of the date of electronic execution (the “Effective Date”) by and between Creek Price Edwards (“Listing Broker”) and the party identified on the acceptance form below (“Recipient”).
WHEREAS, the fee owner(s) (collectively, “Owner”) of the property or properties identified by Recipient on the acceptance form below (individually and collectively, the “Property”) has retained Listing Broker on an exclusive basis for the purpose of offering the Property for sale; and
WHEREAS, in connection with a potential sale of the Property, Listing Broker may provide Recipient with information concerning the Property that is not available to the general public;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Confidential Information. As used herein, “Confidential Information” means all such data, including reports, interpretations, forecasts, projections, records, rent rolls, leases, and any other documents containing or otherwise incorporating information concerning the Property or Owner, whether provided orally or in writing, that Listing Broker or Owner will provide or has previously provided to Recipient at any time, together with analyses, compilations, studies or other documents, whether prepared by Recipient or others, that contain or otherwise incorporate or are based upon such information; provided, however, the following will not constitute “Confidential Information” for the purpose of this Agreement:
(a) Information that is provided to Recipient by a source other than Listing Broker or Owner, provided that after investigation by Recipient such source is not reasonably believed by Recipient to be subject to a confidentiality agreement or obligation with or to Listing Broker or the Owner with respect to such information.
(b) Information that is or becomes generally available to the public other than as a result of a disclosure by Recipient or its officers, directors, affiliates, agents, employees, prospective lenders and financing sources, attorneys, accountants, and other professional advisors (collectively, the “Related Parties”), or any other person to whom Recipient or any Related Party provides such Confidential Information.
2. Use and Nondisclosure. Confidential Information will be held and treated by Recipient in confidence and will not be copied, distributed or disclosed to any other person or entity. No Confidential Information will be used by Recipient or its Related Parties other than in connection with the evaluation and potential acquisition of the Property (“Acquisition”).
3. Permitted Disclosures. Except as required by law as advised in writing by counsel, or with Owner’s prior written consent, Recipient and its Related Parties shall not disclose to any person or entity the fact that Confidential Information has been made available to Recipient, or the content or import of such information. Recipient may disclose Confidential Information only to its Related Parties who need to know the Confidential Information for purposes of evaluating the Acquisition and who will be advised by Recipient of this Agreement and will agree to act in accordance with its terms. Recipient shall be responsible for any breach of this Agreement by its Related Parties and by any other person to whom Recipient or its Related Parties provide Confidential Information.
4. Return or Destruction. The written Confidential Information, except for that portion contained in analyses, compilations, studies or other documents prepared by Recipient or its Related Parties, will be returned to Listing Broker promptly upon request without retention of any copies. That portion contained in documents prepared by Recipient or its Related Parties, and any written Confidential Information not so returned, will be held subject to this Agreement or destroyed, with a certificate of destruction signed by Recipient delivered to Listing Broker within five (5) days of such destruction. Oral Confidential Information will be held by Recipient subject to the terms of this Agreement.
5. Compelled Disclosure. If Recipient is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or other process) to disclose any Confidential Information, Recipient will provide Listing Broker with prompt notice prior to disclosure and will disclose only that portion legally required.
6. No Representation or Warranty; No Obligation. Neither Owner, Listing Broker nor any of their directors, officers, affiliates, agents, or employees makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and each such party expressly disclaims any liability based on the Confidential Information or errors therein or omissions therefrom. Neither Listing Broker nor Owner shall have any legal commitment to Recipient, its Related Parties, or any person reviewing the Confidential Information. Listing Broker and Owner reserve the right, in their sole discretion, to reject any and all expressions of interest or offers, and the Property may be offered for sale by Owner to any third party in Owner’s sole discretion.
7. Remedies. Recipient acknowledges that money damages may be inadequate to protect against breach of this Agreement, and agrees that Listing Broker and Owner shall be entitled to equitable relief, including injunction, temporary restraining orders on an ex parte basis, and specific performance, as a remedy for any breach. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs.
8. Third-Party Beneficiary. The parties intend and expressly agree that Owner shall be a third-party beneficiary of this Agreement and shall be entitled to enforce Recipient’s obligations hereunder.
9. Brokerage; Indemnification. (a) Recipient shall be solely responsible for any commission, finder’s fee, or other compensation claimed by any broker, finder, or other person (other than Listing Broker) alleging to act on behalf of or through Recipient in connection with a sale of the Property, and no such fee shall be payable by Owner or Listing Broker except pursuant to a separate written agreement signed by the party to be charged. (b) Recipient shall defend, indemnify, and hold harmless Owner and Listing Broker from and against any claims, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of (i) any claim for commission or fees by any broker or finder (other than Listing Broker) based on alleged dealings with Recipient or its representatives, or (ii) any misuse or unauthorized disclosure of Confidential Information by Recipient or its Related Parties.
10. No Contact; Non-Circumvention. Recipient and its Related Parties shall not communicate with any tenant of the Property, Owner’s leasing agent, or property management company employees assigned to the Property without the prior written consent of Owner. All inquiries, communications, offers, and negotiations regarding the Property or the Acquisition shall be directed solely through Listing Broker, and Recipient shall not contact Owner directly or otherwise circumvent Listing Broker.
11. Term. This Agreement and the obligations hereunder shall expire two (2) years from the Effective Date, except that obligations with respect to Confidential Information constituting trade secrets under applicable law shall continue for so long as such information remains a trade secret.
12. Outside Broker Registration. Any licensed real estate broker seeking to represent a prospective purchaser (“Outside Broker”) must register such purchaser in writing with Listing Broker before or at the time Confidential Information is released, identifying the purchaser’s legal name, controlling entity, covered affiliates, and the Outside Broker’s brokerage and contact information. Registration is effective only upon written acknowledgment by Listing Broker, and both the Outside Broker and the purchaser must execute this Agreement. A registered purchaser is protected for ninety (90) days from acknowledgment, renewable only in writing. If the same purchaser is registered by more than one broker, the first complete registration acknowledged by Listing Broker controls. Registration is for confidentiality and buyer-identification purposes only and creates no entitlement to any commission, fee, or procuring-cause claim; any brokerage compensation shall be governed solely by a separate written agreement signed by the appropriate parties. Violation of this Agreement voids registration protection.
13. Electronic Execution. The parties agree that this Agreement may be executed and delivered electronically, that completion and submission of the electronic acceptance form constitutes Recipient’s binding electronic signature under the Oklahoma Uniform Electronic Transactions Act and the federal E-SIGN Act, and that an electronic record of this Agreement shall have the same force and effect as an original.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.
15. Entire Agreement. This Agreement contains the complete statement of all agreements among the parties with respect to the subject matter hereof, and all prior agreements, whether written or oral, are merged herein and shall be of no further force or effect. This Agreement cannot be changed, modified, discharged or terminated except by an instrument in writing signed by all of the parties hereto.
By completing the required information below and submitting, I agree to all terms of the above Confidentiality Agreement.