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Broker/Buyer
Confidentiality Agreement and Non-Circumvention Agreement This agreement is made between Solid Investments of Realty Associates Florida Properties (RA) “Broker” and "Advisor” and Buyer” including their affiliates as it relates to the potential sale of the 22,851 ± SF Nexus Office Center for $2,800,000 located in Ft. Lauderdale, FL 33309 (“Property”). In as much as information and materials will be supplied to Advisor and Advisor’s Buyer so that they may evaluate their decision to submit an offer for the purchase of Property this agreement shall govern the use, rights to, and dissemination of that information. 1. The Evaluation Materials, including any and all financial projections, furnished to you will not be used for any purpose other than to evaluate a possible purchase of the Property for your client’s account. Advisor agrees to keep confidential all of the information and materials, whether written or oral, received from Broker and shall not permit the information and materials to be disclosed to any third party except to any party approved by Broker and to those parties who need access to the information for the exclusive purpose of evaluating a potential transaction for the buyer (“Permitted Parties”). Such Permitted Parties shall be informed by you of the confidential nature of such information and shall be directed by you to treat such information with strict confidence, and shall only be given such information as is necessary to complete their specific tasks. 2. Advisor agrees that no portion of the information or materials submitted by or on behalf of Broker shall be used in any way to the detriment of Broker, Seller, or Property, nor shall Advisor use it other than in connection with evaluation of the Property. 3. Advisor agrees that it will not contact any of the Property’s employees, tenants, or prospective tenants identified by Broker, regarding the sale or lease of the property without the prior written consent of the Broker and Seller. 4. Advisor agrees that Seller shall have the unrestricted right, in its sole discretion, at any time to, (i) reject the registration of Advisor’s Buyer (ii) to reject for any or no reason any and all offers submitted by Buyer, and (iii) to refuse for any or no reason to enter into a proposed sale with Buyer. 5. Advisor understands that Seller is not exclusively negotiating with Buyer or Advisor and that Seller remains free to negotiate with other purchasers for the sale of Property. 6. Advisor recognizes that irreparable injury may result to Seller, Broker and Property if it breaches any provision of the Agreement, and agrees that if it should engage, or cause any other person or entity to engage, in any act in violation of any such provision hereof, Seller, Broker and Property shall be entitled, in addition to such other remedies, damages and relief as may be available under applicable law, to equitable relief, including any injunction prohibiting it from engaging in any such act. 7. Advisor understands that the information Broker makes available is based on sources deemed reliable but there is no representation or warranty, either expressed or implied, as to the accuracy or completeness of that information. 8. This agreement shall be construed in accordance with, and the performance thereof governed by the laws of the State of Florida and Buyer submits to the jurisdiction of the courts of the State of Florida to resolve any disputes under this Agreement. 9. Co-Broke - Advisor and Buyer acknowledge that “Advisor” is an advisor for "Buyer” and RA does not represent either Seller or Buyer in a fiduciary relation but as a Transaction Broker. In the event of a transaction Advisor and Buyer acknowledge and agree that the Buyer will compensate Advisor, and Advisor, Buyer, their representatives and affiliates, shall have no claim for fees, commissions, or other compensation against RA or the Seller other than a 1.5% co-broker fee, and further agree to indemnify, defend and hold Seller, RA, and their affiliates harmless from and against any and all losses, damages, costs and expenses, including reasonable attorney fees, arising out of or in connection with any claim or suit asserted or brought by any broker, finder, agent or representative for commissions, fees or other compensation, to the extent such claim or suit is based in whole or in part on dealings with or through Principal, or its directors, officers, employees, partners, agents, representatives or advisors. 10. The Prospect hereto agrees not to intentionally circumvent the Broker contacts as a source to perform any business functions. Additionally the Prospect agrees not to circumvent Broker sources to do business with, or disclose information about the Prospect services and client relationships, potential customers and contacts, to Brokers sources of business contacts without written consent from Broker. 11. Non-Circumvention - If Broker hereto learns that the Prospect is preparing or planning to circumvent the Broker by entering into a contractual agreement with any of the Real Property owners, introduced to Prospect by RA or if Prospect has made an unauthorized disclosure for all or any portions of the proprietary information, the Broker may obtain from a court of competent jurisdiction an order preventing such circumvention of unauthorized disclosure which may include but shall not be limited to restraining the other Party from rendering a contractual agreement between prospect and seller or receiving any service that would breach this agreement unless the Brokers fee is made part of the agreement between the parties. 12. This agreement will survive the closing. Advisor and Buyer are prohibited from the distribution of any press release information upon the consummation of a transaction unless written approval is received from Seller and Broker. 13.
This agreement shall remain effective for two years from the date executed
below and will automatically renew with a continued business relationship.
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All information shown
on www.solidinvestmentsfl.com is believed to be accurate, but is not warranted.
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Solid Investments of Realty Associates Florida Properties 3089 E. Commercial Blvd. Ft. Lauderdale, FL 33308 |