CONFIDENTIALITY/ AND NON-DISCLOSURE AGREEMENT
The undersigned (hereinafter, “Agent”) as of the date executed below, as designated representative of the Prospective Purchaser (hereinafter, “Purchaser”) acknowledges its/his/her desire to receive certain information from R.J. Brunelli & Co., LLC, (“Broker”) and from the owner (“Owner”) regarding real estate (“Property”), known as,
ITC Crossing South – 10-50 International Dr. S. Flanders, NJ 07836
The obligation of confidentiality undertaken pursuant to this Agreement shall survive the terms of the Broker’s listing agreement with the Owner.
The Agent, on behalf of Purchaser has requested information from the Broker for the purpose of evaluating a possible acquisition of the Property. The Owner of the property has instructed Broker to deliver information concerning the Property, much of which is highly confidential, only to those potential Purchasers or their designated Agents who sign this Agreement.
THE PARTIES AGREE, in consideration of the covenants and terms contained herein, as follows:
1. Agent will not disclose, permit the disclosure of, release, disseminate or transfer, any information obtained hereunder (“Information”) to any other person or entity other than Purchaser. Agent will not disclose any information covered by this Agreement to the Purchaser until and unless said Purchaser has completed a Confidentiality and Non-Disclosure Agreement, acknowledged by the Broker.
2. If Agent is a corporation, partnership, limited liability company or other non-natural legal entity, the person(s) signing this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information only to those persons within the entity who have need to know of the information, and who are specifically aware of this Agreement and agree to honor it
3. This Agreement applies to all Information received from Broker or Owner, now or in the future, which is not readily available to the general public. Agent understands that all information shall be deemed confidential, valuable, and proprietary, such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to Owner and/or Broker.
4. All information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time, or in any manner, be used for any other purpose.
5. Agent shall not contact directly any persons concerning the Property, other than Broker, without Broker or Owner’s written permission. Such persons include, without limitation, Owner’s employees, suppliers, contractors tenants lenders.
6. Purchaser acknowledges that it is a principal and not an agent on behalf of any other party in conjunction with the purchase of the Property (except Advisors working on behalf of their pension fund clients). Purchaser acknowledges that it is not working with any other broker or agent other than the Owner’s Broker named below in connection with the potential purchase of the Property.
7. Neither Broker nor Owner make any representations or warranty, express or implied, as to the accuracy or completeness of any information provided by them. Agent assumes full and complete responsibility for reconfirmation and verification of all Information received and expressly waives all rights of recourse against Owner and Broker with respect to the same.
8. The Persons signing on behalf of Purchaser and Broker represent that they have the authority to bind the party for whom they sign.
9. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey.