RE: 906-908 H Street NE, Washington, D.C. 20002 (the “Property”)
The below undersigned party (“Receiving Party”) is requesting materials and information with respect to the certain real property defined above for purposes of evaluating a possible purchase of the Property (a “Potential Transaction”) from its current owner of record (“Owner”). In contemplation of the receipt of such materials and information, the undersigned herby affirms that they are duly authorized and affirms the agreement of the Receiving Party to abide by the terms of this Confidentiality, Non-Disclosure, and Conditions of Offering Agreement (“Agreement”). Owner has retained Stan Johnson Company (“SJC”) as Owner’s exclusive agent to facilitate a Potential Transaction and requests that all inquiries and communications with respect to such Potential Transaction be directed to SJC as the “Listing Broker.”
As used herein, the Receiving Party acknowledges that the term "Confidential Information" shall mean (i) all information and documents in any way relating to the Property, the operation thereof or the sale thereof, furnished to, or otherwise made available for review by Owner and/or SJC, to Receiving Party and/or to Receiving Party’s agents, representatives, lenders, financial partners, attorneys, exclusive brokers, affiliates and employees (individually or collectively "Representatives,") who need to know the Confidential Information and who are informed by the Receiving Party of the confidential nature of such information; and (ii) all analyses, compilations, data, studies, reports or other information or documents prepared or obtained by Receiving Party or Representatives containing or based in whole or in part, on the Confidential Information or documents described in the preceding clause (i), or otherwise reflecting Receiving Party’s review or investigation of the Property. Such information which is generally available to the public shall not be deemed Confidential Information. The Receiving Party hereby agrees that all Confidential Information shall be kept strictly confidential and shall not, without the prior written consent of the Owner or SJC, be disclosed by the Receiving Party, except to Representatives, or by Representatives, directly or indirectly, for any purpose other than evaluating a Potential Transaction. Moreover, Receiving Party agrees that the Confidential Information will be transmitted only to their Representatives on a “need to know” basis for the purpose of evaluating the Property, and who are informed by the Receiving Party of the terms of this Agreement. Concurrently with Receiving Party’s delivery of any portion of Confidential Information to their Representatives, Receiving Party agrees to notify Owner and/or SJC, if so requested, as to such Representatives' identity.
The Receiving Party’s agreement to keep all Confidential Information in the strictest of confidence includes, but is not limited to: (a) an obligation by Receiving Party and their Representatives not to directly or indirectly, reveal, report, publish, disclose or transfer any such Confidential Information or information regarding a Potential Transaction, (b) Receiving Party’s agreement not to use any such Confidential Information in a way that is detrimental to Owner or SJC; (c) an obligation not to confirm or deny any reports or comments conveyed to Receiving Party by others with respect to the Property or the businesses currently conducted at the Property, and (d) Receiving Party’s agreement not to seek to gain access to any non-public areas of the Property nor communicate with the Property’s management employees, tenant(s), lender(s), or other similar parties, without prior written consent from the Owner and/or SJC. Notwithstanding the foregoing, Receiving Party shall have the right to disclose portions of the Confidential Information to the extent required to comply with any laws, court order or proceedings, provided, however, that Receiving Party notify Owner and SJC in advance of such required disclosure. Receiving Party’s failure to comply, no matter to what degree, with the terms and provisions of this Agreement prior to entering a purchase contract regarding a Potential Transaction involving the Property entitles the Owner and/or SJC to terminate any dealings or negotiations with Receiving Party in connection with the Property, in addition to any and all other rights and remedies allowable by law in respect of such failure to comply. Upon request by Owner and/or SJC, Receiving Party agrees to destroy or return the Confidential Information to Owner and/or SJC, without retaining any copies, computer files, notes, or extracts thereof. Notwithstanding the foregoing, Receiving Party shall have the right to retain archival copies of the Confidential Information pursuant to any required document retention polices and procedures maintained for purposes of legal regulatory compliance.
The information to be provided to Receiving Party has been prepared solely for informational purposes. It is designed to assist a potential investor in determining whether it wishes to proceed with an in-depth investigation of the Property. Receiving Party understands and acknowledges that the material used in preparation of the Confidential Information maybe furnished by third party sources. As such, the Owner and/or SJC have not independently verified nor guaranteeing the completeness or accuracy of any such Confidential Information. Receiving Party shall reply only upon their own due diligence and investigation of the Property. Receiving Party acknowledges and agrees that no obligation by the Owner or SJC or of the Owner or SJC shall arise by virtue of Receiving Party receiving the analysis, including any obligation to inform Receiving Party of any changes to the information contained therein. Receiving Party acknowledges and agrees that: (a) no representations or warranties are being made as to the completeness or accuracy of any information, and Receiving Party releases and holds harmless the Owner, Owner's related parties and SJC jointly and severally, without limitation, from and against any and all liability with respect thereto, and any and all actions, suits, claims, demands, losses, costs, and expenses (including attorneys' fees and disbursements) arising out of or in any way related to the use or further distribution of the information supplied in accordance with the terms of this Agreement; and (b) any and all representations and warranties shall be made solely in a fully executed and delivered purchase contract signed by all parties thereto and shall be subject to the provisions thereof. The undersigned acknowledges and agrees that the Owner shall in no way be deemed to have agreed to sell the Property or any interest therein or to have made any other agreement or promise except as may be set forth in such fully executed and delivered purchase contract providing therefor on terms acceptable to it. Consequently, the undersigned understands any other opportunities it may forego and any expenses it may incur on account of the Property will be foregone and incurred at its own risk.
Receiving Party is advised that SJC is acting on behalf of the Owner as exclusive agent in connection with potential investment in this Property. The undersigned represents and warrants that it is acting as a principal in the Potential Transaction and shall not seek a real estate commission from the Owner, Owner's related parties nor SJC. Should a potential principal investor elect to have representation by a cooperating agent (“Co-Broker”), the Receiving Party, potential principal investor, and Co-Broker hereby agree that any fees owed to Co-Broker in connection with a Potential Transaction will be paid by the potential principal investor or agreed to per a separate cooperating broker agreement between such Co-Broker and SJC. Moreover, in the event, a potential principal investor elects to be represented by a Co-Broker and subsequently designates such co-broker as their exclusive agent, then Co-Broker may execute this Agreement on behalf of the principal investor on the basis that both the Co-Broker and potential investor acknowledge and agree to be fully bound to the terms of this Agreement, with no exclusions.
Receiving Party’s willingness to sign this Agreement does not constitute, nor shall it be deemed to constitute, any obligation to enter into negotiations with Owner and/or SJC with respect to a Potential Transaction involving the Property. Neither Receiving Party, nor Owner, nor SJC is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of another party hereto. This Agreement shall be governed and construed in accordance with the laws of the State in which the Property resides. The terms of this Agreement shall commence upon the Receiving Party’s execution date of this Agreement as stated herein and shall remain in full force and effect from the date thereof. This Agreement may be executed using original signatures, computer-scanned image signatures, or via electronic acceptance, each of which shall be deemed an original.
THIS IS INTENDED TO BE A LEGALY BINDING AGREEMENT WITH LEGAL IMPLICATIONS WHEN SIGNED. THE PARTIES INVOLVED MAY WISH TO CONSULT WITH AN ATTORNEY OR LEGAL PROFESSIONAL BEFORE SIGNING.
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