Cushman & Wakefield U.S., Inc. proposes to furnish confidential information to the below listed buyer including any of its associates, affiliates, designees, successors, heirs, or assigns (referred to as “buyer”, “you”, and “your”) regarding the below named property (“Property”). Upon submission of your acceptance of these terms as indicated, the property information will be forwarded for your review.
Confidentiality and Non-Disclosure Agreement
Cushman & Wakefield U.S., Inc., a Minnesota limited liability company (Broker) agrees to furnish to you (signing below) information regarding the business, financial condition, and operations of the Company listed below (the “Proprietary Information”). In consideration of obtaining the Proprietary Information, you hereby agree:
1. That all Proprietary Information furnished by Broker to you will be deemed confidential and acknowledge that disclosure to others could be damaging to the subject Company.
2. Not to disclose any information regarding the Company to any other person who has not also signed and dated this agreement, except to secure their advice and counsel, in which case I (we) agree to obtain their agreement to maintain such confidentiality. “Information” shall include the fact that the Company is for sale plus any other data provided.
3. Not to contact the respective Company owner, employees, suppliers, bankers or customers except through Broker, unless written consent to do so is granted by Broker and Company owner, or in any way interfere with the contract for services that exists between Broker and Company owner. All correspondence, inquiries and negotiations relating to potential purchase or lease of any Company represented by Broker will be conducted exclusively through Broker.
4. That you understand that Broker and the Company have included in the Proprietary Information certain information which we consider to be relevant for the purpose of your investigation of the proposed transaction, Broker does not make any representation or warranty as to its accuracy or completeness and, further, you agree to hold Broker harmless from all claims, losses and damages as related to this Company. Broker urges you to complete prudent due diligence to verify the Company’s representations.
5. That if you determine that you do not wish to pursue the proposed transaction, you will promptly advise Broker of this fact and will deliver to Broker all Proprietary Information furnished to you without retaining copies, summaries, analyses or extracts hereof.
6. That, if you breach any provision herein, you shall be liable for all remedies under law and equity and, further, for all costs and attorney’s fees incurred by the Company and by Broker in protecting their rights hereunder.
7. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota.
8. Prospective Purchaser understands that Agent is representing the Seller in the sale of the Property. If Prospective Purchaser desires to have representation, Prospective Purchaser will compensate their representative. In no event shall Seller or Agent be liable for any compensation to Prospective Purchaser’s representatives.