Confidentiality Agreement (CA) & Non-Disclosure Agreement (NDA) – Dawson McClure

CONFIDENTIALITY AGREEMENT (CA) &
NON-DISCLOSURE AGREEMENT (NDA)

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Re: OFF MARKET PROPERTY​

The undersigned Accepting Party (the “Accepting Party”) is interested in obtaining protected information regarding the sale of "PROPERTY SUBJECT" (the “Property”) in order to evaluate the possible acquisition (the “Proposed Transaction”) of the Property. The Owner, will not deliver, and will not authorize MIG and/or any of its network partners, consultants (acting as the “Listing Broker”, “Facilitator”, “Consultant”, “Finder” or in any similar capacity) to deliver, to Accepting Party any information with respect to the said Property which may be confidential and/or proprietary in nature unless and until Accepting Party executes and delivers this Principal Confidentiality Agreement (the “Agreement”). By executing and delivering this Agreement and accepting the “Evaluation Materials”, Accepting Party hereby agrees as follows:

• CONFIDENTIALITY:

The Evaluation materials furnished to you will not be used by you for any purpose other than to evaluate a possible purchase of the property by you as a principal exclusively for your own account and not a broker, finder, or similar agent. Any information with respect to the Property (collectively, the “Evaluation Materials”) provided to Accepting Party by Owner, Owner’s Representative and/or Listing Broker, and/or any of their respective consultants, agents, or employees (collectively, the “Seller Parties”) will be used solely for the purpose of evaluating the possible acquisition of the Property by Accepting Party and will not be used or duplicated for any other purpose. Accepting Parties shall keep all Evaluation Materials strictly confidential provided, however, that such Evaluation Materials may be delivered to such persons or entities who because of their involvement with the Proposed Transaction need to know such information for the purpose of giving advice with respect to, or consummating, the Proposed Transaction (all of whom are collectively referred to as “Related Parties”); provided, however, that any such Related Parties shall be informed by Accepting Party of the confidential nature of such information and shall be directed by Accepting Party (and Accepting Party shall cause such Related Parties) to keep all such information in the strictest confidence and to use such information only in connection with the Proposed Transaction and in accordance with the terms of this Agreement.

• RETURN OF EVALUATION MATERIALS:

If, at any time, the Accepting Party elects not to proceed with the Proposed Transaction, or, upon request of the Owner’s Representative, the Accepting Party will promptly deliver to the Owner’s Representative all Evaluation Materials received by the Accepting Party, without retaining copies thereof.

• BROKERAGE COMMISSIONS:

All inquiries and communications with respect to the contemplated sale of such Property presented by MIG must be directed to MIG and not directly to the Seller Parties unless otherwise disclosed. All fees due MIG in connection with the sale of the Property shall be paid by the Buyer unless otherwise disclosed. Accepting Party hereby acknowledges that it is a principal or an investment advisor acting in a fiduciary capacity on behalf of a principal in connection with the possible acquisition of the Property. Accepting Party hereby agrees that it will not look to any of the Seller Parties for any commissions, fees, or other compensation in connection with the sale of the “Property”. Accepting Party represents to MIG that it will be responsible for any commissions, fees, or other compensation that may be claimed by any other broker or other parties claiming to have had dealings with the Accepting Party in connection with the sale of the Property.

• NO DISCLOSURE:

Accepting Party shall not (i) disclose the fact that discussions are taking place concerning the possible acquisition of the Property or any of the terms thereof, or (ii) conduct any discussions, negotiations, or make any inquiries concerning the possible acquisition of the Property with any other person or entity without the consent of MIG, except as may be expressly permitted elsewhere in this Agreement and, only in strict accordance with the provisions hereof.

• NO REPRESENTATIONS OR WARRANTY:

MIG and its partners make no representations or warranties as to the accuracy or completeness of the Evaluation Materials or that actual results will conform to any projections contained therein. MIG and its partners expressly disclaim any and all liability for representations or warranties, express or implied, contained in the Evaluation Materials, or in any other written, oral, or other communications transmitted or made available to Accepting Party by Seller Parties, including, without limitation, computer disks containing files with financial data or projections.

• NO OBLIGATION:

MIG and its partners are under no legal obligation of any kind whatsoever with respect to the Proposed Transaction by virtue of this Agreement, the delivery of any Evaluation Materials, any discussions concerning the Proposed Transaction or otherwise, unless and until a binding written agreement is executed and delivered by all parties thereto. You agree that you will not talk to the Owner, the Owner’s representatives, or the Owner’s tenants without MIG or its agents being present. Accepting Party hereby agrees to indemnify and hold harmless MIG against any and all costs, loss, liability, or expense, including attorney’s fees, arising from any breach of Accepting Party’s obligations under this Agreement. This agreement and all obligations of the Accepting Parties shall survive for a period of twenty-four (24) months from the date this Agreement is executed.

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Agent Information:

• Dawson McClure

• MIG

• (617) 615-2932

• Dawson@migxm.com

• 35 Batchelder St, Boston, MA 02119

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Signing below indicates that you are in agreement with all the terms and conditions set forth above.

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Date

PROPERTY SUBJECT

First & Last Name

Email Address

Phone Number

Company Name

Title or Position

Company Address

▼ PLEASE PROVIDE YOUR SIGNATURE WITHIN THE DESIGNATED AREA USING EITHER YOUR MOUSE OR A TOUCH INPUT DEVICE ▼