This Confidentiality Agreement (“Agreement”) confirms the mutual understanding of Creative Commercial Brokers (CCB), the owner of the Property (“Owner”) the Potential Buyer and the Buyer’s Broker, if any, in connection with the Potential Buyer’s interest in the Property.
CCB has been retained to market and broker the sale or purchase of the Property. All inquiries regarding the Property shall be directed solely to CCB. Under no circumstances shall the owner of the property, his tenants, employees or independent contractors be contacted directly. All discussions, contact, offers or correspondence regarding the property shall be made through CCB. All on site visits and inspections of property shall be arranged only through CCB by appointment only.
Creative Commercial Brokers™ and third party co-op brokers have prepared an investment analysis, investment summary and other marketing materials, which may be in written, electronic or verbal form, (hereinafter “Marketing Materials”) to provide summary information to prospective investors and to establish a preliminary level of interest in the property. The information contained in the Marketing Materials is not a substitute for a thorough due diligence investigation. Although the information contained in the Marketing Materials has been secured from sources believed to be reliable, CCB, the co-op third party broker(s) related to this transaction and the Owner(s) make no representation or warranty, express or implied, as to the accuracy or completeness of the information and hereby expressly exclude any such representations or warranties. CCB has not conducted an investigation or verified the information. All potential investors interested in the property are responsible to take appropriate steps to verify all information through their own due diligence and investigation and assume the risk for any inaccuracies or inconsistencies. Potential buyer and the brokers agree that neither CCB nor Owner shall have any liability whatsoever to potential buyer, brokers or any of their representatives resulting from the use of the Marketing Materials by any person or entity in connection with the potential sale to or other investment by potential buyer in the Property.
The information contained in the Marketing Materials regarding the financials and other operations of the property, other than information already in the public domain, is highly sensitive, proprietary and of a confidential nature (hereinafter, “Confidential Information”). Such Confidential Information shall not be disclosed, duplicated or distributed to any person or entity without prior written permission from CCB or Owner or unless required by law. Potential buyer and brokers shall use their best efforts and utmost diligence to safeguard the Confidential Information and protect it against disclosure or misuse, but in no event shall Potential Buyer and brokers use less than a reasonable degree of diligence.
Potential Buyer(s) acknowledges that it is acting as a principal and not an agent for or on behalf of another party or entity in connection with the acquisition of the property. Potential buyer agrees that it is not due and will not seek from CCB or the Owner(s) a brokerage commission, or a fee, or other compensation in connection with the acquisition of or investment in the property. Potential Buyer further acknowledges that he or she is not represented by, has had no discussion with and has not received any information including but not limited to phone calls, emails, facsimiles, correspondence or materials regarding the property from any other broker or agent other than the broker who is a party hereto. Potential Buyer agrees to indemnify and hold CCB, Co-op brokers and Owner harmless from and against any claims, causes of action or other liabilities including without limitation reasonable attorneys’ fees and court costs which may be incurred regarding any claims for real estate commissions or broker fees sought by any third parties in connection with Potential Buyer’s acquisition of or investment in the property.
CCB in its sole discretion shall determine what, if any, fee or co-operative commission may only be paid to co-op broker or any other third party in direct connection with the potential acquisition of or investment in the property. CCB will not pay or share any commission or fees with brokers and consultants a) if brokers and consultants are not retained by the Potential Buyer b) if CCB was/is in prior contact with, has discussed, or has sent Marketing Materials, or information to Potential Buyer regarding the property, or, c) if brokers are not a licensed real estate professionals.
Non-Circumvention: Potential Buyer and Brokers hereby agree not to circumvent CCB and that, as such, they will not make contact with, solicit, deal with, or otherwise be involved in any transaction with any source, contact, lender, trust, broker, client, strategic partner and/or other entity that introduced by or identified by CCB unless authorized in writing and then only for that one transaction. Any violation of this Agreement is enforceable by a penalty of 5% of the listed sale price plus actual damages. If collection activities are necessary due to circumvention of this agreement by Potential buyer and buyer's representatives, buyer agrees to pay all the expenses thereof, including reasonable attorney’s fees. Any controversy or claim arising out of, or relating to, this agreement shall be settled finally and conclusively by arbitration in Chicago, Illinois in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon any award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.
This agreement shall be governed by and construed in accordance with the laws of the State of Illinois and jurisdiction shall be in Will County or any other County designated by CCB, in the State of Illinois.
This agreement contains the entire understanding between the parties and may not be amended except by an instrument in writing and signed by the parties hereto.
This agreement shall be valid for a period of 1 year with additional rollovers of 1 year unless mutually agreed by both parties to cancel this agreement by written notice through a certified mail, email or fax of the cancellation at the end of the rollover period. If notice is not given within 10 days after the beginning of a new rollover period, then the new rollover period will automatically renew. This applies to all transaction(s) entertained by the parties hereto, including subsequent, follow-up, repeat, extended, new or renegotiated transaction(s) as well as the initial transaction, and any further transactions, regardless of the success of the project.
The parties hereby confirm their agreement with the foregoing provisions by their executions below.