4600 Washington (the “Property”)
The undersigned is executing this Agreement as of the date below, in connection with the distribution of certain confidential information relative to the possible sale (the “Proposed Transaction”) by the owner of the real property and improvements known as 4600 East Washington Street in Phoenix, AZ 85034 (the “Property”). Certain materials and information, including but not limited to an offering memorandum, financial information, leases, environmental investigations, title reports, surveys, and other agreements, documents, materials and oral and/or written information with respect to the Property, whether delivered or made available concurrently with this Agreement or to be delivered in the future (collectively, the “Proprietary Information”) shall be subject to the terms of this Agreement.
The undersigned acknowledges and agrees that the Proprietary Information is confidential and is intended solely for the undersigned’s limited use and benefit in determining whether the undersigned desires to express any further interest in the acquisition of the Property.
This is not an agreement to sell the Property, nor an offer of sale. No agreement binding upon the Owner of the Property, or any of its associates 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 has been prepared by Broker, 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 Broker, the Owner nor the Owner’s Lender 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 you agree that the Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Information to any person, firm or entity without prior written authorization of the Owner and Broker, except that the information may be disclosed to your partners, employees, legal counsel and lenders or pursuant to a court order. 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 agreement shall expire after two years. If you do not wish to pursue acquisition negotiations or upon request from Owner or Broker you hereby agree to return the Confidential Information to Broker.
The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to Broker. Broker shall be paid a fee in connection with the sale of the Property by the Owner pursuant to a separate agreement. The undersigned hereby acknowledges that it is a principal or an investment advisor in connection with the possible acquisition of the Property and agrees that it will not look to the Owner, the Owner’s Lender or Broker (or their respective affiliates, manager, members, agents or employees) for any fees or commissions in connection with the sale or purchase of the Property. The undersigned also hereby acknowledges that it has not dealt with any broker regarding the acquisition of the Property, or if it has, the undersigned hereby agrees to indemnify and hold harmless Cushman & Wakefield, the Owner, the Owner’s Lender and Broker (or their respective affiliates, manager, members, agents or employees) against any compensation, liability or expense, arising from claims by any other broker or other party the undersigned had dealings with (excluding Broker) in connection with the sale of the Property.
The Owner reserves the right, in its sole discretion, to change the terms of the proposed sale, withdraw its offer to sell the Property and/or have the Proprietary Information returned to it at any time.