Confidential Non-Disclosure Agreement ("Agreement")
 

Stan Johnson Company (“SJC”) will disclose to the prospective purchaser, _____________________________, (“Principal”) certain financial and property information concerning a certain sale leaseback on behalf of Mount Vernon Mills (“Tenant”), located in Trion, GA (“Property”).

This information may include, without limitation, the Offering Memorandum prepared by SJC, various paper, documents, legal instruments, studies, brochures, computer output, any discussions of Property visitations that are conducted with or by Principal concerning the Property (all of the aforementioned information collectively referred to as “Evaluation Material”). SJC is prepared to consider the furnishing of the Evaluation to Principal only on the condition that Principal agrees to treat the Evaluation Material confidentially as hereinafter provided. Therefore, Principal hereby agrees as follows:

1. All Evaluation Material furnished to Principal by SJC or Tenant will not be used or duplicated by Principal in any way detrimental to SJC or Tenant, or for any purpose other than evaluating a possible investment in the Property by Principal. Therefore, Principal agrees to keep all Evaluation Material (other than information readily available to the public) strictly confidential; provided, however, that any of the Evaluation Materials may be disclosed only to those individuals or entities who have been approved, in writing, by SJC and have entered into a Confidentiality Agreement with SJC (the “Permitted Parties”).

2. Principal understands and acknowledges that neither SJC nor Tenant nor their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers or directors makes any representation or warranty as to the accuracy or completeness of the Evaluation Material, its financial information, and/or projections contained in the Evaluation Material. Tenant and SJC and their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers and directors expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in this Evaluation Material, or omissions from the Evaluation Material, or in any other written or oral communications transmitted or made available to principal in relation to the Property. Principal agrees that neither SJC nor Tenant nor their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers or directors shall have any liability to Principal or any of its representatives, Permitted Parties or related parties resulting from its use of or reliance upon the Evaluation Material.

3. Tenant and SJC expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to invest in the Property from Principal, or any other person or entity, and/or to terminate discussions with Principal or any other person or entity at any time with or without notice. Tenant shall have no legal commitment or obligation to Principal or any other person or entity reviewing the Evaluation Material or making an offer to invest in the Property unless and until an Agreement by and between Tenant and Principal have been approved and fully executed.

4. Principal has been advised that SJC is acting on behalf of Tenant as exclusive agent in connection with the transaction of the Property. Should the Principal desire to engage an outside broker other than SJC (hereinafter collectively referred to as “Cobroker”) in relation to a transaction involving this Property, Principal agrees that: (1) the Evaluation Materials will not be provided to Principal or Cobroker until this Confidentiality Agreement has been executed by Principal and Cobroker and provided to SJC; (2) Principal is solely responsible for Cobroker’s actions with regard to Principal’s dealings regarding the Property; and (3) Principal will indemnify, hold harmless and defend (by counsel acceptable to Tenant and SJC) SJC, Tenant, their respective affiliates, successors and assigns, advisors, agents, representatives, employees, shareholders, officers and directors against any loss, liability or expense including reasonable attorneys’ fees, arising out of any claim or claims by any broker, finder or similar agent (including but not limited to a Cobroker who is not a party to a fully executed Cobroker Commission Agreement) for commissions, fees or other compensation for bringing about any investment in the Property by Principal if such claim or claims are based in whole or in part on dealings with Principal or any of its affiliates, advisors, agents, representatives, shareholders, employees, officers and director.

5. Principal also agrees to do all things necessary to prevent any of its officers, directors, employees, representatives, and agents from disclosing any Evaluation Materials to third parties.

6. Principal agrees to promptly notify SJC of any legal process or notice served on Principal or a Permitted Party, which could require disclosure or production of the Evaluation Materials.

7. Principal agrees that any and all questions related to the Evaluation Materials or the Property must be directed solely to SJC.

8. Principal will promptly, upon request, return to SJC or destroy all Evaluation Materials furnished to Principal, whether furnished before or after the date of this Agreement, without retaining copies thereof. Further, Principal agrees not to incorporate any information contained in the Evaluation Materials into any information retrieval system, whether electronic, mechanical or otherwise.

9. Principal acknowledges and agrees that the terms of this Confidentiality Agreement shall survive the closing of the Property and shall terminate no later than one year after closing.

10. No failure or delay by SJC or Tenant in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or failure to exercise preclude any other or further overview of the services of any right, power or privilege hereunder.

11. This Agreement shall be governed by, and construed in accordance with the laws of Georgia. Any litigation arising out of this Agreement or the transactions contemplated hereby shall be brought in the courts of Georgia and the parties hereto consent to the venue of such courts.

WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

IF THIS AGREEMENT IS PROVIDED TO PROSPECTIVE PURCHASER AS A PART OF, DURING, OR IN CONNECTION WITH ACCESS TO A WEBSITE, DROP-BOX, OR OTHER ELECTRONIC STORAGE SYSTEM CONTAINING INFORMATION RELATED TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE CONFIDENTIAL INFORMATION), SUCH AS A “CLICK TO AGREE” OR “CLICK TO ACCEPT FEATURE, THEN THE SIGNATURES OF THE MOUNT VERNON MILLS AND SJC TO THIS AGREEMENT (BUT NO OTHER AGREEMENT, DOCUMENT OR INSTRUMENT) SHALL BE DEEMED TO BE MADE OR GIVEN BELOW, AND THE SIGNATURE OF THE PROSPECTIVE PURCHASER SHALL BE MADE OR GIVEN, OR DEEMED TO BE MADE OR GIVEN, TO THE FULLEST EXTENT OF THE LAW.

ACCEPTED AND AGREED TO:

PRINCIPAL: __________________________
BY: __________________________
NAME: __________________________
ITS: __________________________
ADDRESS:__________________________
__________________________
__________________________
PHONE: __________________________
DATE: __________________________
EMAIL: __________________________

RETURN TO:

Robert Poirier
Stan Johnson Company
3340 Peachtree Rd NE | Suite 650
Atlanta, GA 30326
T: 404.823.6375
[email protected]

Stan Johnson Company (“SJC” or “Broker”) will disclose to _____________________________ (“Principal”) certain financial and property information concerning a certain located at 4390 Belle Oaks Drive, Charleston, SC 29405 (“Property”).

The prospective purchaser (“Principal”) has expressed an interest in evaluating the Property as an investment and Principal represents that it has the experience and financial capability to undertake an investment of this magnitude. Pursuant thereto, Broker has been asked to furnish Principal information concerning the Property.

This information may include, without limitation, the Offering Memorandum prepared by Broker, various paper, documents, legal instruments, studies, brochures, computer output, and other materials, and any discussions of Property visitations which are conducted with or by Principal concerning the Property (all of the aforementioned information collectively referred to as “Evaluation Material”). In this connection, Broker is prepared to consider the furnishing of the Evaluation to Principal only on the condition that Principal agrees to treat the Evaluation Material confidentially as hereinafter provided. Therefore, as a prerequisite to Broker furnishing this Evaluation Material to Principal, Principal hereby agrees as follows:

1. All Evaluation Material furnished to Principal by Broker or Owner will not be used or duplicated by Principal in any way detrimental to Broker or Owner, or for any purpose other than evaluating a possible investment in the Property by Principal. Therefore, Principal agrees to keep all Evaluation Material (other than information which is a matter of public record or is provided in other sources readily available to the public) strictly confidential; provided, however, that any of the Evaluation Materials may be disclosed only to those individuals or entities who have been approved, in writing, by Broker and have entered into a Confidentiality Agreement with Broker (the “Permitted Parties”).

2. Although Broker has endeavored to include in the Evaluation Material information known to Broker which Broker believes to be relevant for the purpose of Principal’s investigation, Principal understands and acknowledges that neither Broker nor Owner nor their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers or directors makes any representation or warranty as is the accuracy of completeness of the Evaluation Material. The financial information and projections contained in the Evaluation Material may represent estimates based on assumptions considered reasonable under the circumstances although Broker has not independently verified them. Broker and Owner and their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers and directors make no representations or warranties, expressed or implied, that actual results will conform to such projections. Owner and Broker and their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers and directors expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in this Evaluation Material, or omissions from the Evaluation Material, or in any other written or oral communications transmitted or made available to Principal. Principal agrees that neither Broker nor Owner nor their respective affiliates, successors and assigns, advisors, agents, representatives, shareholders, employees, officers or directors shall have any liability to Principal or any of its representatives, Permitted Parties or related parties resulting from its use of or reliance upon the Evaluation Material.

3. Owner and Broker expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to invest in the Property from Principal, or any other person or entity, and/or to terminate discussions with Principal or any other person or entity at any time with or without notice. Owner shall have no legal commitment or obligation to Principal or any other person or entity reviewing the Evaluation Material or making an offer to invest in the Property unless and until a Purchase and Sales Agreement by and between Owner and Principal have been approved and fully executed.

4. Principal has been advised that Broker is acting on behalf of Owner as exclusive agent in connection with the sale of the Property. Should the Principal desire to engage a broker or brokers (hereinafter collectively referred to as “Cobroker”) is not as Principal’s agent in this transaction, Principal agrees that: (1) the Evaluation Materials will not be provided to Principal or Cobroker until this Confidentiality Agreement as been executed by Principal and Cobroker and provided to Broker; (2) Principal is solely responsible for Cobroker’s actions with regard to Principal’s dealings regarding the Property; (3) Principal is solely responsible for any and all Finder’s Fees, Commissions or any other form of compensation to Cobroker; and (4) Principal will indemnify, hold harmless and defend (by counsel acceptable to Owner and Broker) Broker, Owner, their respective affiliates, successors and assigns, advisors, agents, representatives, employees, shareholders, officers and directors against any loss, liability or expense including reasonable attorneys’ fees, arising out of any claim or claims by any broker, finder or similar agent (including but not limited to a Cobroker who is not a party to a fully executed Cobroker Commission Agreement) for commissions, fees or other compensation for bringing about any investment in the Property to Principal if such claim or claims are based in whole or in part on dealings with Principal or any of its affiliates, advisors, agents, representatives, shareholders, employees, officers and director.

5. Principal also agrees to do all things necessary to prevent any of its officers, directors, employees, representatives, and agents from disclosing any Evaluation Materials to third parties.

6. Principal agrees to promptly notify Broker of any legal process or notice served on Principal or a Permitted Party, which could require disclosure or production of the Evaluation Materials.

7. Principal agrees that it will not contact any tenant, leasing brokers or property management staff of the Property in connection with its review of the Evaluation Materials. Any and all questions related to the Evaluation Materials or the Property must be directed solely to Broker.

8. Principal will promptly, upon request, return to Broker all Evaluation Materials furnished to Principal, whether furnished before or after the date of this Agreement, without retaining copies thereof. Further, Principal agrees not to incorporate any information contained in the Evaluation Materials into any information retrieval system, whether electronic, mechanical or otherwise.

9. Principal acknowledges and agrees that the terms of this Confidentiality Agreement shall survive the closing of the Property (unless Principal purchases the Property) and shall terminate no later than one year after Owner sells the property.

10. No failure or delay by Broker or Owner in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or failure to exercise preclude any other or further overview of the services of any right, power or privilege hereunder.

11. This Agreement shall be governed by, and construed in accordance with the laws of the State of South Carolina. Any litigation arising out of this Agreement or the transactions contemplated hereby shall be brought in the courts of South Carolina and the parties hereto consent to the venue of such courts.

ACCEPTED AND AGREED TO:

PRINCIPAL:

BY:

NAME:

ITS:

ADDRESS:

PHONE:

FAX:

DATE:

EMAIL:

RETURN TO:

David Bailey

Stan Johnson Company

180 Madison Ave | Suite 1500 New York, New York 10016

T: 646-778-5560

FAX: 646-778-5561

[email protected]

This Agreement shall continue for a period of two (2) years.