ACRES Real Estate Services, Inc. (“Broker”) has been retained by Owner (“Owner”) as its exclusive agent for the sale of property listed below (“Property”). The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to Broker. All fees due Broker in connection with the sale of the Property shall be paid by the Owner in accordance with the Listing Agreement. Neither Broker nor Owner shall be responsible for paying any fees to agents representing potential purchasers including the Potential Purchaser named below and a party to this Confidentiality Agreement ("Agreement") without the express written authorization of Broker and Owner.
Broker has available for review certain information concerning the Property which includes brochures and other materials (collectively “Informational Materials”). Broker will not disclose such Informational Materials to the Potential Purchaser unless and until the Potential Purchaser has executed this Agreement. Upon Broker’s receipt of this executed agreement, Broker is prepared to provide the Informational Materials for the Potential Purchaser’s consideration in connection with the possible purchase of the Property subject to the following conditions:
All Informational Materials pertaining to the Property which may be furnished to the Potential Purchaser by Broker are confidential and shall continue to be the property of the Owner and Broker. The Informational Materials will be used solely for the purpose of evaluating the potential purchase of the Property by Potential Purchaser and may not be copied or duplicated without Broker’s written consent, and must be returned to Broker immediately upon Broker’s or Owner’s request or when the Potential Purchaser terminates negotiations with respect to the Property.
The Informational Materials may not be disclosed to anyone other than the Potential Purchaser’s partners, employees, legal counsel and institutional lenders (“Related Parties”) for the sole and exclusive purpose of evaluating the potential purchase of the Property. Such Related Parties shall be informed by the Potential Purchaser of the confidential nature of the Informational Materials and shall be directed to treat the same with strict confidence in accordance with this Agreement.
The Potential Purchaser understands and acknowledges that Broker and the Owner do not make any representations or warranty as to the accuracy or completeness of the Informational Materials and that the information used in the preparation of the Informational Materials was furnished to Broker by others and has not been independently verified by Broker and is not guaranteed as to completeness or accuracy.
The Potential Purchaser hereby indemnifies and holds harmless Broker and the Owner and their respective affiliates and successors and assigns against and from any loss, liability or expense, including attorney’s fees, arising out of any breach of any of the terms of this Agreement.
The Potential Purchaser agrees that should it become necessary to enforce this agreement in any forum, the prevailing party shall be entitled to reasonable attorney’s fees, together with all costs of said enforcement action.
The Potential Purchaser acknowledges that the Property has been offered for sale subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice. The Potential Purchaser acknowledges that the Property is being offered without regard to race, creed, sex, religion, or national origin. This agreement terminates one (1) year from the date hereof except as to written claims by Owner against Potential Purchaser prior thereto.
No co-broker or agent has been engaged by Potential Purchaser in connection with the acquisition other than Broker and the cooperating broker named below and a party to this Agreement ("Co-Broker"), if applicable. Purchaser shall indemnify and hold Broker and Owner harmless from any claims which may be incurred with respect to any claims for other real estate commissions, co-broker’s fees, or finder’s fees in relation to or in connection with the Property as claimed by, through or under Potential Purchaser. In no event shall Co-Broker be entitled to share in the commission paid by Owner to Broker other than what is set forth in the Listing Agreement or unless agreed to by the parties, and Potential Purchaser agrees to indemnify and hold Broker and Owner harmless from any claims which may be incurred with respect to any claims for other real estate commissions, broker’s fees or finder’s fees in relation to or in connection with the Property as claimed by Broker or through the Potential Purchaser.