Confidentiality Agreement/ Non-Disclosure Agreement
You are hereby advised that Marcus & Millichap Real Estate Investment Services ("Marcus & Millichap"), only through its agent(s) Ben Tashakorian and/ or any agent assigned to the listing of the subject property ("Agent"), is the exclusive listing broker with respect to the potential disposition/ acquisition and/or joint venture agreement of any of the subject property/ properties (the "Property") listed on the websites including oicre.com, officeindustrialcre.com, tashakoriangroup.com, and/or officeindustrialadvisorygroup.com (the "Site"). You are further advised that that all inquiries and communications with respect to the potential acquisition of the Property be directed to Marcus & Millichap and its Agent only.
Marcus & Millichap and the Agent have available for your review certain confidential information concerning the potential acquisition and/or joint venture of the Property (collectively, the "Information"). You agree that Marcus & Millichap and the Agent will not make such information available to you unless you have executed this letter and thereby agreed to be bound by its terms. Marcus & Millichap and the Agent are prepared to provide the Information for your consideration, subject to the conditions set forth below.
The Information will be used solely for the purposes of evaluating a possible transaction with the Prospective Purchaser and will be kept confidential by Prospective Purchaser, except that Prospective Purchaser may disclose the Information or portions thereof to your directors, officers, employees, representatives or your advisors (the persons to whom such disclosure is permissible being collectively referred to herein as "Representatives") who need to know such information for the purpose of evaluating the possible acquisition of the Property. Prospective Purchaser shall inform its Representatives of the confidential nature of the Information, and prior to disclosure of the Information or any portion thereof to such Representatives, such Representatives shall agree in writing to be bound by this Confidentiality Agreement. Prospective Purchaser and/or Representatives will not communicate with tenants of the Property without the prior written consent of Owner. Prospective Purchaser agrees to be responsible for any breach of this Registration/Confidentiality Agreement by Prospective Purchaser and/or Representatives.
A. Principal: The undersigned hereby (a) acknowledges that he/she is a principal and not an agent of or acting on behalf of any other person (b) agrees not to look to Marcus & Millichap or Owner for any brokerage commissions, finder’s fees or other compensation in connection with the sale of the Property, (c) should you elect to have representation by a co-broker, Representatives or any other third party, you hereby agree that any fees earned by or owed to co-broker in connection with this transaction will be paid by you. Potential Purchaser hereby agrees to indemnify and hold harmless Marcus & Millichap or Owner against any and all costs, loss, liability or expense, including attorney's fees, arising from claims by co-broker or any other parties claiming to have had dealings with Potential Purchaser in connection with the sale of the Property, excluding Agent.
B. No Disclosure: Potential Purchaser shall not (i) disclose the fact that discussions or negotiations are taking place concerning the possible acquisition and/or joint venture of the Property by Potential Purchaser or any of the terms thereof, or (ii) conduct any discussions, negotiations or make any inquiries concerning the possible acquisition of the Property with any other person or entity (including tenants) except for Agent, except as may be expressly permitted elsewhere in this Agreement and, in such case, only in strict accordance with the provisions hereof.
C. Indemnification: Prospective Purchaser agrees to indemnify, hold harmless and defend (by counsel acceptable to Marcus & Millichap and Owner) Marcus & Millichap, Owner and their respective affiliates, successors and assigns, advisors, agent, representatives, shareholders, employees, officers and directors against any loss, liability or expense, including reasonable attorney's fees, arising out of any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation for bringing about any investment in the Property by Prospective Purchaser if such claim or claims are based in whole or in part on dealings with Prospective Purchaser or any of its affiliates, advisors, agent, representatives, shareholders, employees, officers or directors. Prospective Purchaser's indemnity obligations under this Agreement shall survive the termination of this Agreement or the discontinuation or the consummation of the potential acquisition of the Property by Owner.
D. No Obligation: Owner is under no legal obligation of any kind whatsoever with respect to a potential acquisition and/or joint venture by virtue of this Agreement.
E. Governing Laws: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law considerations, and applicable federal laws and regulations.
F. Entire Agreement: This Agreement sets forth the entire agreement and understanding between the parties regarding the subject matter of this Agreement and supersedes all prior agreements and understandings.
G. Authority: Each of the undersigned signatories represents that he or she is duly authorized to execute this Agreement on behalf of the entity for which he or she is signing.
H. Survival of Terms: Termination of this Agreement for any reason shall not release any party from any liabilities or obligations set forth in this Agreement which (i) the parties have expressly agreed will survive any such termination or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination. This Agreement shall terminate (i) if the Property is listed exclusively for sale by another agent and/or company, (ii) if the Prospective Purchaser’s offer to purchase Property is rejected by Owner, or (iii) after six (6) months from the execution date of this Agreement. Upon any request by Agent or Owner, Prospective Purchaser agrees to destroy or return all Information in whatever form, without retaining any copies or excerpts thereof.
I. Disclaimer of Warranty: Neither Agent nor Owner has made or makes any warranty, whether express, implied, or statutory, with respect to any confidential information provided to Prospective Purchaser and neither Agent nor Owner accepts any responsibility for any expenses, losses, or actions incurred or undertaken by Prospective Purchaser or any authorized persons as a result of the receipt or use of, or reliance on, such confidential information.
***Registration on this Site constitutes acceptance, agreement, and compliance with previously set forth terms.