Our agreement with the sellers of properties (each, an “Owner”) requires that we obtain a Non-Disclosure Agreement and evidence of financial ability before disclosing the name and location of their properties and information on their businesses. Therefore, in consideration of Commercial Plus, LLC (“Broker”) providing such information on the properties and businesses for sale, the undersigned, and its partnerships, corporations or other entities it is affiliated with and represent (“Recipient”), understands, agrees and affirms that:
1. Any and all information provided by Broker or its agents or affiliates to Recipient, provided by an Owner to Recipient or by a third party to Recipient on behalf of an Owner or Broker, whether such information is provided in oral, electronic or written form and whether or not such information is marked as confidential or not (the “Confidential Information”), is confidential and shall not be disclosed to third parties for a period of two years from the latest date Confidential Information regarding a particular opportunity to purchase a property or business is received by Recipient. Recipient acknowledges that any Confidential Information disclosed by Recipient to third parties may be damaging to any Owner and/or Broker. Recipient acknowledges that receipt of the Confidential Information is beneficial and advantageous to Recipient and that Recipient’s efforts in connection with the property/business are enhanced by possession of the Confidential Information. Recipient will not discuss any Confidential Information, including the name of the property/business, with anyone other than advisors, agents, accountants, attorneys, and affiliates of Recipient, who also agree to the same confidentiality provisions contained herein.
2. Recipient will not contact an Owner or landlords, employees, suppliers, or customers of an Owner, except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or any property/business presented by Broker will be conducted exclusively through the Broker.
3. Recipient’s intent is to purchase a property/business and not for purposes of gaining information for business competitors, the Internal Revenue Service, or any other governmental or taxing agency. Recipient will not use the Confidential Information for any competitive advantage or for any purpose that may be detrimental to the property/business.
4. Recipient will not circumvent or attempt to circumvent any Owner and/or Broker by obtaining property leases, customers, employees, vendors, or any portion of the property/business using the knowledge gained through disclosure of information from Broker.
5. All Confidential Information is provided by Owners and is not verified by Broker. Recipient agrees that Broker has made no representations and has provided no warranty regarding the reliability of the information for the purpose of forecasting the future performance of the property/business. Recipient acknowledges that some or all of the Confidential Information and estimates of future market and economic conditions are provided by the Owner. All potential buyers are hereby advised that said market and economic conditions are variable and subject to change. Recipient acknowledges that Broker is not responsible for the accuracy or truth of any information that Recipient receives or fails to receive and Recipient agrees to hold Broker and its agents harmless for, from and against any claims or damages resulting from the Confidential Information.
6. In the event of any dispute arising between the Recipient and an Owner and/or Broker under this agreement, including, but not limited to, disputes relating to any representation, warranties, covenant, contract, construction, jurisdiction, payment obligation, rights to commissions, it is agreed that the matter shall be submitted by the parties to arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association and the arbitration shall be held in Phoenix, Arizona. Legal counsel may represent parties.
7. If a lease is being assumed, it is an important part of the transaction and it is the Recipient’s sole responsibility to review and approve said lease prior to close of escrow.
8. Recipient understands, acknowledges, and agrees that there are inherent risks in using the Confidential Information to project, estimate or forecast the future performance of the property/business, and that past performance does not necessarily provide a reliable indicator of future performance. All potential buyers must take appropriate measures to verify the information and the reasonableness of the estimate future market and economic conditions used in the information. Recipient further understands, acknowledges and agrees that Broker has not made any investigation with respect to the income or expenses for the property/business; the future projected income of the property/business, the presence or absence of contaminating substances, hazardous materials, PCBs, or asbestos on the property; the compliance with State and Federal regulations, as they affect the property; and/or the physical condition of the property/business. The information is not a substitute for a thorough due diligence investigation, and Recipient is advised to conduct its own due diligence investigation. Recipient acknowledges and agrees that Recipient has not engaged Broker for financial, legal, tax and/or accounting advice and has been advised to engage its own financial, legal, tax and/or accounting advisors and provided an opportunity to seek such advisors.
9. This Waiver and Confidentiality Statement shall govern each and every disclosure made to Recipient by Broker or its agents or affiliates regarding one or more Owners and/or opportunities or purchase properties or businesses.
By signing below, Recipient hereby agrees to and accepts the above terms and conditions. This Waiver and Confidentiality Statement is entered into the last date set forth below by: