You must agree to the following
This Offering Memorandum was prepared by Berkshire Hathaway HomeServices Ambassador Real Estate (“Broker”) solely for the use of prospective purchasers of the real property commonly known as Sweets & Eats (the “Property”). Neither the Broker nor the owner of the Property (“Owner”) makes any representation or warranty, expressed or implied, as to the completeness or the accuracy of the material contained in the Offering Memorandum. The obligation of confidentiality undertaken pursuant to this Agreement shall survive the terms of the Broker’s listing agreement with the property owner (hereinafter “Owner”).
YOU HAVE REQUESTED certain information concerning Property (hereinafter “Information”) from Broker for the purpose of evaluating a possible acquisition of the Property. Owner has instructed Broker to deliver Information, much of which is highly confidential, only to those potential purchasers who acknowledge their agreement to this Confidentiality, Non-Disclosure/Non-Circumvention Agreement.
The parties agree, in consideration of the covenants and agreements contained herein, as follows:
- You will not disclose, permit the disclosure of, nor release, disseminate or transfer any information obtained hereunder (“Information”) to any other person or entity, except to those of its agents, representatives and employees who need to know the Information, and who are informed by Purchaser of the confidential nature of the Information, and agree to be bound by the terms of this Agreement.
- All information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time, or in any manner, be used for any other purpose.
- You agree that you will make no copies of the Information, and that the Information will be kept confidential and will not be disseminated in written or oral form to any third party without Broker’s or Owner’s prior written consent, which may be granted or denied at their sole discretion following Purchaser’s disclosure to Broker of the name of the proposed recipient.
- You shall not contact directly any persons concerning the Property, other than Broker, without Broker’s written permission. Such persons include, without limitation, Owner’s employees, suppliers and tenants.
- Further, you and your agents, representatives and employees will not volunteer, or disclose in any way, to any person or entity, including tenants or prospective tenants of the Property or any competing properties:
- that the Information has been made available,
- any notes or summaries of the Information,
- the fact that the Property may be for sale,
- that discussions or negotiations are taking place or will take place, or
- any of the terms or conditions or other facts concerning a possible acquisition of the Property.
- If you are a corporation, partnership, limited liability company or other non-natural legal entity, the person(s) acknowledging their agreement to this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information as described above. This Agreement shall be binding upon their respective successors, assigns, heirs and legal representatives, including, without limitation, any corporation or other business entity with which the Purchaser may merge or consolidate or to which they may transfer substantially all of its assets or enter into an acquisition or reorganization transaction.
- You acknowledge that your agents, representatives and employees shall be bound by this Agreement, and any breach thereby shall be deemed a breach by Purchaser.
- This Agreement applies to all Information received from Broker, now or in the future, which is not readily available to the general public. Purchaser understands that all information shall be deemed confidential, valuable and proprietary such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to Owner and Broker.
- In the event of any breach or threatened breach of this Agreement, Broker and Owner shall have the right and remedy to institute proceedings to obtain immediate injunctive relief, since such breach or threatened breach may cause irreparable damage to Owner and Broker, for which monetary damages would not provide an adequate remedy. Nothing in this agreement shall be construed to limit other remedies available to Broker and Owner, and the breaching party shall be liable for all costs of enforcement of the terms of this Agreement, including, without limitation, court costs and reasonable attorney’s fees.
- You acknowledge that you are a principal and not an agent on behalf of any other party in conjunction with the purchase of the Property (except Advisors working on behalf of their pension fund clients). You hereby acknowledge that you are not working with any other broker or agent other than one who is registered and accepted by the Broker in accordance with procedure outlined in the Notice To Co-Brokers below.
- Neither Broker nor Owner makes any representations or warranty, express or implied, as to the accuracy or completeness of any Information provided by them. Purchaser assumes full and complete responsibility for reconfirmation and verification of all Information received and expressly waives all rights of recourse against Owner and Broker with respect to the same, and agrees to hold Broker and Owner harmless from any and all claims arising out of delivery of the Information to Purchaser.
- The Persons signing on behalf of Purchaser and Broker represent that they have the authority to bind the parties for whom they sign.
- This Agreement shall be governed and construed in accordance with the laws of the State of Nebraska, with venue exclusively in the state court in the county of the listing office.
- Prospective purchasers of the Property are advised (i) that changes may have occurred in the physical and/or financial condition of the Property since the time this Offering Memorandum was prepared and (ii) that the projections contained herein were made by Broker and not by Owner and are based upon assumptions of events beyond the control of Broker and Owner and, therefore, may be subject to variation. Other than historical revenue and operating expense figures for the Property, Owner has not, and will not, provide Broker or any prospective purchaser with any income and expense figures, budgets or projections regarding the Property. Prospective purchasers of the Property are advised and encouraged to conduct their own comprehensive review and analysis of the Property.
- Sweets & Eats is being sold in “As-Is” / “Where-Is” condition. Neither the Broker nor the Owner makes any representation as to the condition of the Property or the leasing/development probability of the property. It will be the sole responsibility of the prospective purchaser to determine the condition of the property and the leasing/development probability of the Property.
The Offering Memorandum is a solicitation of interest only and is not an offer to sell the Property. The Owner and Broker expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers to purchase the Property and expressly reserve the right, at their sole discretion, to terminate discussions with any entity at any time with or without notice. The Owner shall have no legal commitment or obligations to any entity reviewing the Offering Memorandum or making an offer to purchase the Property unless such offer for the Property is approved by Owner and is signed by a duly authorized signatory of Owner.
This Offering Memorandum is confidential. By accepting the Offering Memorandum, you agree (i) that you will hold and treat the Offering Memorandum and its contents in the strictest confidence, (ii) that you will not photocopy or duplicate any part of the Offering Memorandum, (iii) that you will not disclose the Offering Memorandum or any of its content to any other entity without the prior written authorization of the Owner, and (iv) that you will not use the Offering Memorandum in any fashion or manner detrimental to the interest of the Owner or Broker.
Notice To Brokers
It is our policy that we encourage and protect co brokers; however, in order to protect our client's interests we must request that you comply with the following marketing guidelines:
- We are not offering a sub-agency relationship. Please do not hold yourself out as the Associate or Agent of our client.
- Submit our listing information in its entirety, without modification.
- You are not authorized to advertise the listing or make blanket mailings without prior written permission from us.
- We can only afford protection for prospects registered in writing, as and when received in the offices of Berkshire Hathaway HomeServices Ambassador Real Estate and agreed to, in writing by Berkshire Hathaway HomeServices Ambassador Real Estate.
- Should you wish to present the listing to more than five (5) prospects or other brokers, please contact us for written approval.
If you do not feel that you can comply with the terms of this Policy, please return all information to our office pertaining to this listing.
The listing broker reserves the right to modify or adjust the terms of the Listing Agreement, including commission, with owners of subject property.