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NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Non-Disclosure and Non-Circumvention Agreement (this “Agreement”) is entered into and shall be effective on the date set forth below by and between Shoreway Commercial (the “Disclosing Party”) and _________________________________________________, including its affiliates, subsidiaries, and successors in interest (the “Receiving Party”) (each a “party”, and collectively the “parties”) with respect to the following:

WHEREAS, the Disclosing Party wishes to disclose to the Receiving Party of a certain business and/or real estate identified more specifically 2175-2181 W.11th Street (“Potential Transaction”) acquired through the Disclosing Party’s Contacts (as defined below) in exchange for the payment by the Receiving Party to the Disclosing Party of an agreed-upon fee; and

WHEREAS, during the course of disclosing a Potential Transaction, the Receiving Party will receive certain Confidential Information (as defined below) of the Disclosing Party, including but limited to information about a Potential Transaction and the identity and contact information of the Disclosing Party’s Contacts; and

WHEREAS, the parties acknowledge and agree, subject to the terms and conditions of this Agreement, that information about a Potential Transaction and the Disclosing Party’s Contacts is and will constitute a valuable asset of the Disclosing Party and is of a confidential nature; and

WHEREAS, the parties now wish to hereby enter into this Agreement to establish the rights and obligations of the parties in connection with the disclosure of such information.

NOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definition of Confidential Information.

The term “Confidential Information” includes: (a) any information received from the Disclosing Party in connection with a Potential Transaction that (i) is not available from the general sources of public information or (ii) is not independently obtained by the Receiving Party prior to the disclosure of such information by the Disclosing Party, (b) the form or substance of any documentation, information, or practice in connection with a Potential Transaction, including the price and terms of any purchase and sale or offer thereof.

2. Non-Disclosure of Confidential Information.

(a) The Receiving Party shall not disclose any Confidential Information to any third party which is not entirely and directly involved with a Potential Transaction without the prior written consent of the Disclosing Party (except in summary form without disclosure of any specifics as necessary to evaluate investor or seller interest in the proposed transaction). The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information.

(b) The Receiving Party may disclose Confidential Information to their responsible Representatives (i) only if there is a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or consummate a Potential Transaction, and not with a view to circumvent any right of the Disclosing Party, and (ii) and only if such Representatives are advised of the confidential nature of such Confidential Information and the terms of this Agreement, and are bound by a legally enforceable agreement or code of professional responsibility to protect the confidentiality of such Confidential Information.

(c) The term “Representative” shall mean the Receiving Party’s affiliates and its and their respective directors, officers, financing sources, representatives, employees, agents, consultants, and advisors (including, without limitation, financial advisors, real estate advisors, counsel, and accountants). Throughout this Agreement, whenever necessary to achieve the purposes of this Agreement, the term Receiving Party shall include the term Representative.

3. Required Disclosure of Confidential Information.

If the Receiving Party is requested or required by law or regulatory authority to disclose any Confidential Information, the Receiving Party will, to the extent reasonably practicable, notify the Disclosing Party promptly, so that the Disclosing Party may seek any protective order and/or take any other action. In the event that such protective order is not obtained or the Receiving Party is nonetheless required to disclose any Confidential Information, or the Disclosing Party waives compliance with the provisions hereof, the Receiving Party (i) may disclose only that portion of Confidential Information which is legally required to be disclosed and (ii) use its reasonable efforts to ensure that confidential treatment will be accorded to such Confidential Information to the maximum extent possible.

4. Non-Circumvention of Disclosing Party’s Contacts.

(a) In the process of negotiating or discussing a Potential Transaction with the Receiving Party, the Disclosing Party will disclose and/or make known to the Receiving Party the names of certain persons, agents, financial groups, lenders, firms, principals, or third parties which the Disclosing Party may be working with for the completion of a Potential Transaction or in its conduct of other business (for example, financing sources, consultants, or professional outside contractors such as accountants, agents, attorneys, and due diligence technicians) (collectively, the “Disclosing Party’s Contacts”).

(b) Even though the Receiving Party may through reasonable inquiry have been able to locate on its own efforts the Disclosing Party’s Contact with whom it may be dealing with in the process of generating and consummating a Potential Transaction, the Receiving Party agrees not to circumvent, avoid, or bypass the Disclosing Party in order to avoid the payment of fees or any other form of obligation owed to the Disclosing Party, and to refrain from dealing with any of the Disclosing Party’s Contacts directly or indirectly, without the prior written consent of the Disclosing Party.

(c) The Receiving Party further agrees not to circumvent, avoid, or bypass the Disclosing Party by taking any actions to directly or indirectly gain access to or the benefits of the Confidential Information, including but not limited to communicating directly with any Disclosing Party Contact or client, seller, consultant, or other third party which the Disclosing Party has identified as having access to the Confidential Information.

(d) In the event the Receiving Party violates the terms of this paragraph, the Receiving Party shall be liable to the Disclosing Party for the agreed-upon or reasonable value of the fees or other forms of obligations as if the Potential Transaction were consummated. Notwithstanding any other provision hereof, and without limitation as to other available remedies, the Disclosing Party may request and obtain a court order to enjoin any act or acts of circumvention by the Receiving Party.

5. Term of Agreement.

This Agreement and all obligations hereunder shall terminate twelve (12) months from the date of execution of this Agreement by the Receiving Party or the date of the execution of a definitive agreement regarding a Potential Transaction, whichever is later. However, in the event any Potential Transaction is revealed by the Disclosing Party to the Receiving Party during the term of this Agreement, and the Potential Transaction is consummated during the twelve (12) period after the termination of this Agreement, the Disclosing Party shall be entitled to all fees and other obligations from the Receiving Party to the same extent as if the Potential Transaction was consummated during the term of this Agreement.

6. Disclosing Party Held Harmless.

The Disclosing Party does not guarantee the accuracy of any Confidential Information, the actions of the Disclosing Party’s Contacts, or any other activity, condition, or event in connection with a Potential Transaction. Consequently, the Receiving Party agrees to save and hold harmless the Disclosing Party, and any of its independent contractors, agents, and employees, from all cost, injury, and damage incurred by the Receiving Party or its Representatives relating to or arising out of a Potential Transaction presented by the Disclosing Party to the Receiving Party. The above cost, injury, and damage incurred by or to any of the above shall include, in the event of an action, court costs, expenses of litigation, and reasonable attorney fees.

7. Damages for Breach.

If the Receiving Party violates this Agreement, it shall be liable to the Disclosing Party for (i) damages, as may be awarded by law, and (ii) specific performance and injunctive relief by any court of competent jurisdiction. It shall not be necessary that Disclosing Party prove an inadequate remedy at law or the unavailability of money damages as a precondition or prerequisite to obtain injunctive or equitable relief. Such remedies shall not be deemed to be the exclusive remedies for the breach of this Agreement, but shall be in addition to all other remedies by law and in equity. In the event of litigation relating to or arising from this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable, reasonably documented attorneys' fees and costs relating to such litigation. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

8. Relationship of Parties.

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture, or employee of the other party for any purpose. Additionally, if the Receiving Party has already established prior knowledge of a Potential Transaction or a previous relationship with a Disclosing Party’s Contact in connection with a Potential Transaction, the Receiving Party will immediately notify the Disclosing Party in writing outlining the prior knowledge or the previous relationship and, in that specific case, the Receiving Party will be exempt from the obligations relating to non-circumvention set forth above with respect to that specific Potential Transaction or that Disclosing Party’s Contact. The Disclosing Party reserves its rights and the ability to dispute the validity of prior knowledge of a Potential Transaction or the existence of a prior relationship.

9. No Waiver.

No failure or delay by the Disclosing Party in exercising any of its rights, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

10. Miscellaneous Provisions.

In the event that it becomes necessary for the Disclosing Party to initiate and undertake any legal action or proceeding to interpret or enforce this Agreement, the parties agree that such matter shall be submitted to binding arbitration with Global Property Source, LLC legal counsel or, if agreed to by the parties, any other arbitration provider, located in Cuyahoga County, Ohio. The prevailing party in an arbitration proceeding shall be entitled to recover from the non-prevailing party, in addition to any other remedy awarded in such proceeding, all costs incurred in the action, including reasonable attorney fees. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Ohio, without regards to conflicts of laws principles, and as to its fair meaning and not strictly for or against either party, regardless of the drafter hereof. If any portion of this Agreement is deemed to be held unenforceable or invalid for any reason, it shall not affect the enforceability or validity of any other provision unless the remainder of its provisions will frustrate the purposes and intent of this Agreement. This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, and no variation, modification, or amendment to this Agreement shall be considered valid or effective unless and until it is signed by the parties. The parties hereby acknowledge and agree that the undersigned parties have the authority to enter into this Agreement and, in doing so, bind such parties. This Agreement is binding on the parties, their successors, heirs, and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below opposite their signature.

DISCLOSING PARTY: RECEIVING PARTY (BUYER):

Shoreway Commercial ______________________________________

_________________________________ By: ___________________________________________

Kathleen A. Bassett, Broker

Print Name:_____________________________________

Print Title: ______________________________________

Date (if any)

Date

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