Property: Drew Foam – Portland, TN
The undersigned Principal has requested information (“Confidential Information”) concerning the Drew Foam Property in Portland, TN (the “Property”). On behalf of the owner of the Property (“Owner”), Stan Johnson Company (“Agent”) may make such Confidential Information available to the undersigned upon execution of this Confidentiality Agreement. Information shall not be deemed Confidential Information if: (a) it is already known to the undersigned prior to disclosure of the same by Owner or Agent; (b) it is or becomes publicly available through no wrongful act or breach of this agreement by the undersigned; (c) it is or becomes available to the undersigned from a source that is not known to be prohibited from disclosing such information; (d) it is independently developed by the undersigned without use of or reference to Confidential Information; or (e) it is necessary in the defense of any claim or litigation arising hereunder. The Confidential Information is intended solely for the undersigned’s own limited use in considering whether to pursue negotiations to acquire the Property. This is neither an agreement to sell the Property nor an offer of sale of the Property. No agreement binding upon the Owner, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Owner of the Property enters into a formal binding agreement of sale.
The Confidential Information contains brief, selected information pertaining to the business and affairs of the Owner and the operations of the Property, and has been prepared by Agent, primarily from information supplied by the Owner or the Owner's agent. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither Agent, nor the Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.
By executing this Confidentiality Agreement Principal agrees, represents, warrants and acknowledges that:
- the Confidential Information provided is confidential, that the undersigned will hold and treat it in the strictest of confidence;
- the undersigned will not disclose or permit anyone else to disclose the Confidential Information to any person, firm or entity without prior written authorization of the Owner and Agent, except that the information may be disclosed by Principal to its partners, employees, legal counsel and lenders and their respective employees and agents (collectively, the “Representatives”) or pursuant to a demand or requirement under law, regulation, subpoena or court order;
- the undersigned and the Representatives will not communicate, directly or indirectly, with tenants of the Property or governmental or quasi-governmental bodies concerning the potential sale of the Property without the prior written consent of Owner; provided, however, that the foregoing restriction shall not apply to any actions of the Representatives carried out in the ordinary course of business without use, knowledge or reference to the Confidential Information;
- Other than Agent, the undersigned Principal has not had any discussions regarding the Property with any broker or agent;
- Principal will indemnify and hold harmless Owner against any and all costs, loss, liability or expense, including reasonable attorney’s fees arising from claims by any broker or other parties claiming to have had dealings with Principal in connection with the sale of the Property, excluding Agent;
- Unauthorized release of any or all of the Confidential Information would cause immediate and irreparable harm to Owner that could not be repaired and for which Owner could not be fully compensated by money damages;
- Owner is hereby permitted to seek to obtain injunctive relief to prevent or limit such unauthorized disclosure, and may also pursue any other remedies available under law or equity in result of an alleged or reasonably anticipated breach of this Confidentiality Agreement;
- The non-prevailing party(ies) in any dispute adjudicated by a court of competent jurisdiction with respect to this Agreement shall be liable for and pay to the prevailing party(ies) the reasonable fees and expenses incurred by the prevailing party(ies) in connection with such litigation (including fees and expenses of counsel), including in connection therewith any appeal therefrom;
- This Confidentiality Agreement shall be binding upon the undersigned’s successors and assign and shall inure to the benefit of Owner’s successors and assigns.
Owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Property and to terminate discussions with any party at any time with or without notice. This Confidentiality Agreement shall (i) expire after one year from the date of acceptance set forth below and (ii) be governed by and construed in accordance with the laws of the State of New York, without regard to principles of choice of law or conflicts of law. If you do not wish to pursue acquisition negotiations you hereby agree to immediately return the Confidential Information to Agent.
TO EXECUTE THIS NDA, CLICK THE LINK BELOW.
