1. Parties and Property
This Confidentiality Agreement is made by the undersigned prospective purchaser ("Recipient") for the benefit of the owner of the Property ("Owner") and Sergio Lopez of ERT Commercial, Keller Williams Infinity ("Broker"), the Owner's exclusive agent. Property: . Recipient has asked to receive information about the Property to evaluate a possible purchase (the "Transaction") and agrees to the terms below.
2. Confidential Information
"Confidential Information" means the offering memorandum and all other information about the Property, the Owner, or the tenants that Broker or Owner provides, in any form, including rent rolls, leases, operating statements, tax bills, financial data, site plans, reports, and the fact that the Property is available for sale. It does not include information that Recipient can show (1) is or becomes public through no fault of Recipient; (2) was already lawfully in Recipient's possession; or (3) is lawfully received from a third party with no duty of confidentiality.
3. Use and Non-Disclosure
Recipient will use the Confidential Information only to evaluate the Transaction and keep it strictly confidential. Recipient may share it only with partners, employees, lenders, attorneys, accountants, and advisors who need it to evaluate the Transaction ("Representatives"), will tell each that it is confidential, and is responsible for any breach by them. Recipient will not copy, post, or distribute it without Broker's written consent.
4. No Contact
Recipient and its Representatives will not contact the Owner, any tenant, or any employee, contractor, or property manager of the Property about the Transaction without Broker's prior consent. All questions and tour requests go through Broker.
5. No Representations or Warranties
The Confidential Information was prepared from sources believed reliable, but neither Owner nor Broker makes any representation or warranty about its accuracy or completeness. Recipient will rely only on its own independent investigation. Owner may withdraw the Property or accept or reject any offer at any time. Only a fully signed purchase agreement binds the Owner.
6. Broker Representation and Commissions
Recipient represents that it is acting as a principal with no broker, or is represented only by the cooperating broker named below, and will indemnify Owner and Broker against any commission claim by any other broker. Any cooperating commission is paid only under a separate written agreement with Broker and only if a sale closes. Recipient will not try to buy the Property in a way that avoids Broker for 12 months after signing.
7. Return, Term, and Remedies
On request or if Recipient does not proceed, Recipient will return or destroy all Confidential Information. This Agreement lasts two years from signing or until a sale to Recipient closes. Owner and Broker may seek an injunction for a breach, and the prevailing party may recover reasonable attorneys' fees. Illinois law governs. An electronic signature has the same effect as an original.
