It is mutually agreed as follows:
This Confidentiality Agreement (“Agreement”) will confirm our mutual understanding in connection with The Passport Group, Inc. (“Agent”) providing and your receipt of, information regarding the designated Building(s) hereby referred to as (“The Property”),
Information means all oral or written data, reports, records or materials (“Information”) obtained from The Passport Group, Inc. or The Property. Information shall not include, and all obligations as to non-disclosure by the undersigned shall cease to any part of, such Information to the extent that such Information: (a) is or becomes public other than as a result of acts by the undersigned; (b) can be shown was already known to the undersigned at the time of its disclosure hereunder; (c) is independently obtained by the undersigned from a third party having no duty of confidentiality to The Property; (d) is independently developed by the undersigned without any information supplied hereunder; or (e) is obligated pursuant to applicable law, regulation or legal process.
- Information is being furnished solely in connection with your consideration of an acquisition of The Property and shall be treated as “secret” and “confidential” and no portion of it shall be disclosed to others, except to those of your employees and agents whose knowledge of the information is required for you to evaluate The Property as a potential acquisition and who shall assume the same obligations as you under this Agreement. The undersigned hereby assumes full responsibility for the compliance of such employees or agents to the terms of this Agreement. The undersigned further agrees that it will not interfere with any business of The Property through the use of any information or knowledge acquired under this Agreement nor use any such information for its own account. The undersigned will not share any information with other Brokerage firms.
- It is understood that The Property is the intended party and beneficiary whose right s are being protected and may enforce the terms of this Agreement as if it were a party to this Agreement.
- All Information shall be promptly returned or destroyed as directed by The Passport Group, Inc. or The Property.
- It is understood that (a) no representations or warranties are being made as to completeness or accuracy of any information and (b) any and all representations and warranties shall be made solely by The Property in a signed acquisition agreement, purchase agreement of purchase contract and then be subject to the provisions thereof.
- The undersigned acknowledge the responsibility to perform a due diligence review at its own cost and expense prior to going forward with any acquisition.
- The respective obligation of the parties under this Agreement shall survive for a period of two years following the date hereof.
- Should the undersigned, an affiliate or related party acquire any interest in or become affiliated in any capacity with the business or The Property(s) that The Passport Group, Inc. discloses, Buyer (and if Buyer has a Real Estate Representative), shall protect The Passport Group, Inc. rights to a fee, Buyer shall be liable for such fee and any other damages, including reasonable attorney’s fee. Any dispute over the performance of the Agreement shall be decided by binding arbitration as provided in the California Code of Civil Procedures, Section 1280et Seq.
- Furthermore, once the property is introduces to the Undersigned, all inquiries with regard to The Property, shall be conducted through The Passport Group, Inc. Should another real estate firm contact the Undersigned after this agreement has been executed, the Undersigned shall advise The Passport Group, Inc. who shall follow up on such inquiries. The expiration of this agreement shall be as stated in Section 7 of this Agreement.