Specialists in Commercial and Medical Real Estate Investments Sales, Leasing, Development, & Consulting
Confidentiality and Non-Disclosure Agreement This Agreement is entered into on__________________________________, 2016 by and between: Name: _________________________________________________________________________ Address:________________________________________________________________________ (hereinafter "Recipient"), the owner of the Confidential Information (hereinafter “the Owner) and Capital Real Estate Arizona, LLC, an Arizona Limited Liability Company, with offices at 5115 E. Palo Brea Lane, Cave Creek, AZ 85331, Arizona Broker #BR571254000 (hereinafter "Discloser"). WHEREAS Discloser possesses certain ideas and information relating to 520 E. U. S. Highway 70, Safford, Arizona 85546 (hereinafter “the Property”), provided orally, in writing, or by any other media, that is confidential and proprietary to Discloser (hereinafter "Confidential Information"); and WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of evaluating the feasibility of a prospective purchase and sale of the Property; NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows: 1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information. 2. Confidentiality. Recipient agrees to keep the Confidential Information confidential. 2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above. 2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees having a need for disclosure in connection with Recipient's authorized use of the Confidential Information. 2.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. 3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information was: 520 E. U. S. Highway 70 Safford, Arizona 85546
5115 E. Palo Brea Lane | Cave Creek, AZ 85331 Page 1 of 2
(a) (b) (c) (d) (e)
Specialists in Commercial and Medical Real Estate Investments Sales, Leasing, Development, & Consulting known to Recipient prior to receiving any of the Confidential Information from Discloser; made publicly known through no wrongful act of Recipient; received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information; independently developed by Recipient without use of the Confidential Information; or ordered to be publicly released by the requirement of a government agency.
4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall remain the property of Discloser, and that Discloser may use such Confidential Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information. 5. Term and Termination. The obligations of this Agreement shall be continuing for period of one year from the date of this Agreement or until the Recipient executes a purchase and sale of the Property. 6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns. 7. Disclaimers. With respect to the Confidential Information, Discloser and Owner disclaim any implied warranty of merchantability, suitability for any particular purpose, and any express or implied warranty as to the completeness, accuracy, or content of such Confidential Information. Discloser and Owner accept no responsibility for any expenses, losses, damages, or actions incurred or undertaken by Recipient as a result of the receipt or use of the Confidential Information. IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above. DISCLOSER
RECIPIENT
Signed: ____________________________ Signed: ____________________________ Title: ______________________________ Title: ______________________________ Date: _____________________________ Date: _____________________________
Visiting the property or contacting the employees without the express written consent of the Owner or Broker will constitute a violation of this Agreement.
520 E. U. S. Highway 70 Safford, Arizona 85546
5115 E. Palo Brea Lane | Cave Creek, AZ 85331 Page 2 of 2