THIS AGREEMENT was entered into on this
day of
,
2023
By and between:
Client (Buyer) Prospect:
Address:
Phone Number
Cell Number
Fax Number
Email
hereinafter referred to as the “Client”, and igsoa (a division of
Ohio Petroleum), represented by
,
herein referred to as the “Consultant” for the following Targeted Business:
CLIENT HAS REQUESTED certain information
concerning Property, hereinafter “Information”, from Listing Broker for the
purpose of evaluating a possible acquisition of the Property. Owner reserves the
right to deliver Information, much of which is highly confidential, only to
those potential purchasers who sign this Agreement.
The parties agree, in consideration of the covenants and agreements contained
herein, as follows:
Client 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 Client 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.
Client agrees that it 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 Consultant's or Owner’s prior written
consent, which may be granted or denied at their sole discretion following
Client’s disclosure to Consultant of the name of the proposed recipient.
Client shall not contact directly any persons concerning the Property,
other than Consultant, without Consultant’s written permission. Such persons
include, without limitation, Owner’s employees, suppliers and tenants.
Further, Purchaser and its 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:
a. that the Information has been made available,
b. any notes or summaries of the Information,
c. the fact that the Property may be for sale,
d. that discussions or negotiations are taking place or will take place, or
e. any of the terms or conditions or other facts concerning a possible
acquisition of the Property.
6. If Client is a corporation, partnership, limited liability company or
other non-natural legal entity, the person (s) signing 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
Client may merge or consolidate or to which they may transfer substantially all
of its assets or enter into an acquisition or reorganization transaction.
Client acknowledges that its agents, representatives and employees shall
be bound by this Agreement, and any breach thereby shall be deemed a breach by
Client.
This Agreement applies to all Information received from Consultant, now or
in the future, which is not readily available to the general public. Client
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, Broker and
Consultants..
In the event of any breach or threatened breach of this Agreement,
Consultant 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 Consultant, for which monetary
damages would not provide an adequate remedy. Nothing in this agreement shall
be construed to limit other remedies available to Consultant 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.
Client acknowledges that it is 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). Client acknowledges
that it is not working with any other broker, consultant or agent other than
the Consultant named in paragraph 14 below in connection with the property.
Neither Consultant nor Owner/Broker makes any representations or warranty,
express or implied, as to the accuracy or completeness of any Information
provided by them. Client assumes full and complete responsibility for
reconfirmation and verification of all Information received and expressly
waives all rights of recourse against Owner, Broker and Consultant with
respect to the same, and agrees to hold Consultant and Owner/Broker harmless
from any and all claims arising out of delivery of the Information to Client.
The Persons signing on behalf of Client 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 Ohio, with venue exclusively in the state court in Montgomery
County.
Client, jointly and severally, indemnify Consultant and Owner/broker
against any fee claims by any broker. Client further acknowledges that
Consultant will not pay a commission to anyone who is, acts as, or has an
interest of any kind or nature whatsoever, whether contingent or vested,
direct or indirect, oral or written, in the Client, and further acknowledges
that in this contemplated transaction, the Consultant is acting as the agent
of the Client and, in the event of a sale or lease of the Property, shall be
paid a fee based on a prior agreement between the Client and the Consultant.
