CONFIDENTIALITY, NON-DISCLOSURE



PORTFOLIO PROPERTIES

CONFIDENTIALITY, NON-DISCLOSURE AND

BROKERAGE AGREEMENT

In connection with the possible acquisition, lease, or development by _______________________ Company, or assignee ("Proposed Buyer/Tenant/Representative"), of the property, commonly known as, 3000 Ming Avenue, CA, further known as the Devry University Campus, “Broker”, Portfolio Properties, will furnish to us information, within 10 days, regarding the address, Evaluation Materials. In consideration for obtaining the information, we hereby agree as follows:

1. All information furnished to us by Portfolio Properties regarding the above property will be deemed confidential.

2. Unless otherwise agreed in writing or the transaction is completed by us, we will not disclose or reveal any information for two years from the date hereof to any persons or entities other than our employees or our representatives actively and directly participating in the evaluation of the information for any purpose other than in connection with the Proposed Transaction.

3. If we determine that we do not wish to pursue the Proposed Transaction, we will promptly advise you of this fact and will deliver to you all the information furnished to us without retaining copies, summaries, analyses or extracts thereof.

4. In consideration of services and due diligence in locating the site(s) identified above, the undersigned herein agrees that all negotiations regarding the properties submitted to us for any real estate transaction of any nature, will be negotiated and transacted only through Portfolio Properties and its agents. Mary Sawyer, CCIM, broker will exclusively represent the seller (and possibly the buyer) in the Proposed Transaction and Property, and that you will provide in the transaction that Portfolio Properties shall share in the commission paid by Seller in the sale of the Property or any interest therein to Proposed Buyer or any of its affiliates, partners, or joint ventures.

We further agree that access to Seller/Lessor/Property Owner’s information will be restricted to only those persons, within our company and only those persons directly engaged in the analysis, investigation and/or negotiations with respect to the acquisition/lease or development of the Property, or to professionals that we may employ on a "need to know" basis.

Buyer further agrees that is shall not hire any of Portfolio Properties’ employees during or after this transaction for a period of 365 days.

Property Owner and Broker make no representation or warranty regarding the Evaluation Material, and Purchaser/Tenant/Representative accepts such Evaluation Material for informational purposes only.  Purchaser agrees that it shall conduct its own investigation into the Property to the extent it deems necessary, and that in such investigation it is not relying upon any representation or warranty of Property Owner or its agents, representatives, advisors, employees, officers or directors.  Purchaser agrees that neither Seller nor any of its agents, representatives, advisors, employees, officers or directors shall have any liability to Purchaser/lessee/representative resulting from the use or content of the Evaluation Material, except and to the extent as may be expressly provided in a fully executed contract of purchase and sale, Lease, or Development contract.

Purchaser/tenant/representative agrees to defend, indemnify and hold Property Owner, its officers, directors, members, managers, employees, agents, Broker and its officers, affiliates, and direct or indirect owners (collectively, the “Seller/Lessor/Owner’s Parties”) harmless against any claims, losses, demands, causes of action or other liability, cost or expense, including without limitation, attorneys’ fees and expenses and court costs (collectively, “Claims”) incurred by the Seller Parties resulting directly or indirectly from Purchaser’s failure to comply with the terms and conditions of this Agreement including, without limitation, the failure of Purchaser/Lessee’s Representatives to comply with the terms and conditions of this Agreement.  In addition, it is understood and agreed that money damages may not be a sufficient remedy for any breach by Purchaser/Lessee/Representative of this Agreement and that Seller/Lessor/Owner’s Parties, and its agents and brokers, shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.  Such remedy shall not be deemed to be the exclusive remedy for Purchaser/Tenant/Representative’s breach of this Agreement but shall be in addition to all other remedies available at law or equity to Seller.  Purchaser also agrees to pay and reimburse Seller for all costs and expenses, including, without limitation, attorneys’ fees and expenses and court costs, incurred by Seller in enforcing Seller’s rights hereunder.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws principles or rules.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT.  NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE JURY TRIAL WAIVER CONTAINED HEREIN SHALL BE HELD OR DEEMED TO BE UNENFORCEABLE, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY AGREES TO SUBMIT TO JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1 ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER FOR WHICH A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE.  PURSUANT TO SUCH JUDICIAL REFERENCE, EACH OF THE PARTIES TO THIS AGREEMENT AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON THE SELECTION OF A REFEREE.  IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE A REFEREE, A REFEREE SHALL BE APPOINTED BY THE COURT UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640 TO HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON. 

This Agreement shall expire two (2) years after the date hereof, except that it shall remain in full force and effect beyond such period so long as any copy of the Evaluation Material is retained by Purchaser or its Representatives.

No failure or delay by Purchaser/Lessee/Representative or Seller/Lessor/Owner or its agents or broker in exercising any right, power or privilege will operate as a waiver of such right, power or privilege.  This Agreement may be modified or waived only by a separate writing between Purchaser/Lessee/Representative and Seller/Landlord/Owner and Portfolio Properties.  This Agreement embodies the entire understanding between the parties pertaining to the subject matter hereof. 

Purchaser/Lessee/Representative may not assign any or all of its rights, powers, privileges, and obligations under this Agreement without Seller/Lessor/Owner and Portfolio Properties’ prior written consent.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  There are no third party beneficiaries to this Agreement.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Each party hereto shall be authorized to rely upon the signatures of all of the parties hereto on this Agreement which are delivered by facsimile, PDF or electronic signing as constituting a duly authorized, irrevocable, actual, current delivery of this Agreement with original ink signatures of each person and entity.

This agreement shall commence on__________________, and shall remain in effect for the sooner of the period 365 days, terminating at midnight______________________.

If you are in agreement with the foregoing, please complete this form and indicate your acceptance in the space below.

AGREED TO AND ACCEPTED:

Buyer/Tenant/Representative

(As Representative)

Quattro Development

______________________________ _________________________

Buyer/Tenant/Representative Date

______________________________ _________________________

Address Phone

______________________________ _________________________

Email Fax

Buyer or Tenant to sign such disclosure upon presentation of any materials to them.

Broker:

Real Estate Cashflow Network, Inc.

Dba Portfolio Properties

By___________________________________

Dr. Mary Sawyer, CCIM

4420 Easton Drive

Bakersfield, CA 93309

Tel: 661-282-2246

Cel: 661-332-8605

Msawyer@



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