CONFIDENTIALITY AGREEMENT BETWEEN BROKER AND RECIPIENT
THIS CONFIDENTIALITY AGREEMENT BETWEEN BROKER AND RECIPIENT (“Agreement”) is entered into by and between THE MULTIFAMILY GROUP LLC (“Broker”) and (“Recipient”).
WHEREAS, the owner of that certain property (“Property”) has an interest in selling their property.
WHEREAS, in connection with a potential sale of the Property, 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:
As used herein, “Confidential Information” means all such data, including reports, interpretations, forecasts, projections, records and any other documents containing or otherwise incorporating information concerning the Property or Owner, whether provided orally or in writing, that 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 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 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 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 directors, affiliates, officers, agents, employees or legal counsel (collectively, the “Related Parties”), or any other person to whom Recipient or any Related Party provides such Confidential Information.
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 acquisition of the Property (“Acquisition”).
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 and Recipient will be satisfied that the Related Parties will act in accordance herewith. In any event, Recipient shall be responsible for any breach of this Agreement by its Related Parties, and any other person to whom Recipient or its Related Parties provide Confidential Information whether or not Confidential Information was provided in breach of this Agreement.
The written Confidential Information, except for that portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by Recipient and its Related Parties, will be returned to Broker or destroyed promptly upon request without retention of any copies thereof. That portion of the Confidential Information that may be found in analyses, compilations, studies, or other documents prepared by Recipient and its Related Parties and any written Confidential Information not so requested and returned will be held by Recipient and kept subject to the terms of this Agreement or destroyed and a certificate of such destruction signed by Recipient will be delivered to Broker within five (5) days of such destruction. In addition, any oral Confidential Information will be held by Recipient and kept subject to the terms of this Agreement.
In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or other processes) to disclose any Confidential Information, it is agreed that Recipient will provide Broker with prompt notice of any such request or requirement prior to disclosing such information, and will disclose such information only in accordance with this Agreement.
Recipient acknowledges that neither Owner, Broker nor any of its directors, affiliates, officers, agents, employees or representatives (collectively, the “Broker Parties) 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 and all liability that may be based on the Confidential Information, errors therein or omissions therefrom. Recipient should undertake its own investigations and reach its own conclusions without reliance upon the Confidential Information.
For twenty four (24) months after the effective date of this Agreement, the Recipient and its Related Parties and will not make any effort to circumvent, avoid, or bypass the terms of this Agreement, or compete with Broker directly or indirectly in an attempt to gain the benefits or considerations granted to it under the Agreement, including without limitation contacting, dealing with or otherwise becoming involved with any entity or parties introduced directly or indirectly or through any of the Broker Parties for the purpose of avoiding any payment, fees, compensation, profits or economic benefit to Broker without the specific written consent of Broker.
Recipient acknowledges that money damages may be inadequate to protect Broker against breach of this Agreement, and Recipient hereby agrees that Broker shall be entitled to equitable relief including, without limitation, injunctions, temporary restraining orders on an ex parte basis, and specific performance as a remedy for any such breach.
The parties hereto intend and expressly agree that Owner shall be a third-party beneficiary hereof and shall be entitled to enforce Recipient’s obligations hereunder.
It is expressly understood and agreed that Recipient’s execution of this Agreement is a precondition to the Broker revealing the information to Recipient and providing the necessary access thereto.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
This Agreement contains the complete statement of all the agreements among the parties hereto with respect to the subject matter hereof, and all prior agreements among the parties hereto respecting the subject matter hereof, 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.
Recipient acknowledges that Owner may offer the Property for sale to any third party, in Owner’s sole discretion. This Agreement shall not provide Recipient with any other rights with respect to the Property, including, without limitation, a right of first refusal to purchase the Property or an option to purchase the Property.
Recipient acknowledges that it is a principal and not an agent of or acting on behalf of any other party in connection with the Acquisition. Recipient acknowledges that it has not had any discussions regarding the property with any other broker or agent. Recipient shall indemnify and hold Owner harmless from and against any claims, causes of action or attorneys’ fees and court costs which may be incurred with respect to any claims for other real estate commissions, broker’s fees or finder’s in relation to or in connection with the Property to the extent claimed by, through or under Recipient.