Stan Johnson Company (“SJC”) will disclose to the prospective purchaser, _____________________________, (“Principal”) certain financial and property information concerning a certain sale on behalf of Lincoln Rackhouse
(“Owner”), located in Sunrise (Ft.
Lauderdale), FL (“Property”).
Confidential Non-Disclosure Agreement ("Agreement")
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 Owner will not be used or duplicated by Principal in any way detrimental to SJC 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 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 Owner 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.
Owner 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 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 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.
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 an Agreement by and between Owner and Principal have been approved and fully executed.
4.
Principal has been advised that SJC is acting on behalf of Owner 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 Owner and SJC) SJC, 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 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 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 Florida.
Any litigation arising out of this Agreement or the transactions contemplated hereby shall be brought in the courts of Florida 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 LINCOLN RACKHOUSE 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:
Shan Gastineau
Stan Johnson Company
3340 Peachtree Rd NE | Suite 650
Atlanta, GA 30326
T:
404-823-6378
[email protected]
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Sunrise, Florida is the 26th largest municipality in Florida and is home to over 90,000 residents. Located in Broward County approximately 10 miles from downtown Fort Lauderdale, the city of Sunrise benefits from its access to a major city. Sunrise is in the heart of Florida’s tri-county region and is conveniently located between I-595, I-75, Sawgrass Expressway, and Florida’s Turnpike. The City has accessibility to three international airports and three seaports. Sunrise has a strong track record of attracting regional and corporate headquarters that fuel the City’s robust economy. Sunrise has established itself as an ideal environment for corporate & regional headquarters including American Express, Emerson, Pet Supermarket, Optimum Nutrition, Mednax and many more. Home to Sawgrass International Corporate Park, the largest office park in South Florida, Sunrise has attracted several global corporations including Amazon, HBO, Comcast, and IKEA. Sunrise is one of the leading municipalities for business growth in South Florida, which is evident by the $200 billion in corporate investment and nearly 4 million square feet of business facility development in the past two decades. In addition to being a hub for corporate offices, Sunrise has become a major attraction for several million national and international annual visitors. Sawgrass Mills Mall, the largest outlet and value retail shopping destination in the United States, brings over 40 million annual visitors to Sunrise. Sunrise is also home of the Florida Panthers, who play at the BB&T Center, a $225 million multi-purpose venue with 22,000 seats. Sunrise has over 3,000 hotel rooms and 250,000 square feet of meeting space. The City also features the Sunrise Civic Center complex, an intimate 300-seat theatre, amphitheater, and art gallery.
Zamboni Driver
Zamboni Driver
Shan Gastineau
Senior Director
[email protected]
+1 404.823.6378
Tyler Vining
Associate
[email protected]co.com
+1 404.823.6751
Katie Elliott
Associate Director
[email protected]
+1 404.823.6379
In Association With:
Jason Long
FL Lic. #BK3302956
3340 Peachtree Road NE, Suite 650
Atlanta, GA 30326
P: 404-823-6360