_______________________ (“Principal”) requested information (“Confidential Information”) concerning the real Property and improvements thereon located in Tampa, FL (the “Property”). On behalf of the developer of the Project (“Developer”), Stan Johnson Company (“Agent”) may make such Confidential Information available to the undersigned upon execution of this Confidentiality Agreement. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to acquire the Project. This is neither an agreement to sell the Project nor an offer of sale of the Project. Furthermore, this is not an agreement to pay a commission upon the sale of the Project. No agreement binding upon the Developer, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Developer of the Project enters into a formal binding agreement of sale.
The Confidential Information contains brief, selected information pertaining to the business and affairs of the Developer and the operations of the Project, and has been prepared by Agent, primarily from information supplied by the Developer or the Developer's agent. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither Agent, nor the Developer make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.
By executing this Confidentiality Agreement the undersigned agrees, represents, warrants and acknowledges that:
• the Confidential Information provided is confidential, that the undersigned will hold and treat it in the strictest of confidence;
• the undersigned will not disclose or permit anyone else to disclose the Confidential Information to any person, firm or entity without prior written authorization of the Developer and Agent, except that the information may be disclosed by Principal to its partners, employees, legal counsel and lenders in (the “Representatives”) and by Principal’s Broker to a principal that has delivered a Confidentiality Agreement or pursuant to a court order;
• the undersigned and the Representatives will not communicate, directly or indirectly, with tenants of the Project or governmental or quasi-governmental bodies concerning the Project without the prior written consent of Developer;
• Agent has been retained on an exclusive basis by Developer with respect to the offering for sale of the Project;
• other than Agent, the undersigned Principal has not had any discussions regarding the Project with any broker or agent
• the undersigned will indemnify and hold harmless Developer against any and all costs, loss, liability or expense, including attorney’s fees arising from claims by Principal’s Broker or any other broker or other parties claiming to have ad dealings with Recipient in connection with the sale of the Project, excluding Agent;
• the undersigned will indemnify and hold harmless Agent against any and all costs, loss, liability or expense, including attorney’s fees arising from claims by any other broker or other parties claiming to have had dealings with the undersigned in connection with the sale of the Project, excluding Agent and Principal’s Broker;
• unauthorized release of any or all of the Confidential Information would cause immediate and irreparable harm to Developer that could not be repaired and for which Developer could not be fully compensated by money damages;
• Developer may obtain injunctive relief to prevent or limit such unauthorized disclosure, and may also pursue any other remedies available under law or equity in result of an alleged or reasonably anticipated breach of this Confidentiality Agreement;
• The undersigned agrees to pay any damages incurred by Developer as a result of the undersigned’s or any Representative’s breach of this Confidentiality Agreement, including, but not limited to, court costs and reasonable attorneys’ fees;
• This Confidentiality Agreement shall be binding upon the undersigned’s successors and assign, and shall inure to the benefit of Developer’s successors and assigns.
Developer expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Project and to terminate discussions with any party at any time with or without notice. This Confidentiality Agreement shall (i) expire after two years from the date of acceptance set forth below and (ii) be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of choice of law or conflicts of law. If you do not wish to pursue acquisition negotiations you hereby agree to immediately return the Confidential Information to Agent.
ACCEPTED AND AGREED TO THIS _____ DAY OF _____________, 2018. Signature: ________________ Name: (Print) ________________ Company: ________________ Phone Number: ________________ Address: ________________ Fax Number: ________________ City/State/Zip ________________
Execute the Confidentiality Agreement:
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