SETH II Confidentiality Agreement
We the undersigned as a prospective buyer (“Buyer”) request that Saint James RE Advisors, LLC, (“Agent”), provide information regarding the properties known as SETH II, Boston, MA (“Property”) for purposes of evaluating a purchase of the Property (“Transaction”) and sale by Tenants’ Development II Corporation (“Owner”). Owner agrees to make such information within its possession and control to Buyer subject to the terms and conditions of this Agreement.
1. As used in this Agreement, the term “Information” includes (a) the existence and content of all information (whether written or oral) furnished (whether before or after the date of the Agreement) by Owner or its officers, employees, affiliates, agents, attorneys, accountants or other representatives (“Owner Parties”) to Buyer, or its directors, officers, employees, affiliates, agents or other representatives (including, without limitation to, financial advisors, potential lenders or Buyers, attorneys or accountants) (collectively, “Buyer Parties”); (b) all analyses, compilations, forecasts, studies or other documents prepared by Buyer or Buyer Parties in connection with its or their review of, or interest in, the Transaction which contain or reflect any such information; and (c) the existence and substance of any and all negotiations or discussions between Owner and Buyer in connection with the Transaction. The term “Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by Buyer or Buyer Parties or (ii) is or becomes available to Buyer or Buyer Parties on a non-confidential basis from a source (other than Owner or Owner Parties) which, to the best of Buyer's knowledge after due inquiry, is not prohibited from disclosing such information to Buyer by a legal, contractual or fiduciary obligation to Owner.
2. Buyer shall and at all times shall cause the Buyer Parties to keep all Information concerning the Property and Transaction confidential. Buyer shall not disclose, reveal, copy or distribute it to anyone other than the Buyer Parties and the Buyer and the Buyer Parties shall not use the Information other than in connection with the Transaction, without the Owner’s advance written consent. The Reviewing Entity shall cause any of its employees, agents, officers, affiliates advisors or any other individual or entities who receive such information to observe the obligations of Agreement.
3. If Buyer determines not to proceed with the Transaction, Buyer will promptly inform Owner of that decision and, in that case, and at any time upon the request of the Owner or upon the termination of this Agreement in accordance with its terms, Buyer will either (a) promptly destroy all copies of the written Information in its or Buyer Parties' possession (other than materials prepared by Buyer which are not summaries or extracts of the Information provided by the Owner) and confirm such destruction to Owner in writing, or (b) promptly deliver to Owner at Buyer's own expense all copies of the written Information in its or Buyer Parties' possession. Any oral Information will continue to be subject to the terms of this Agreement.
4. Buyer acknowledges that neither Owner or Agent assumes any responsibility for the accuracy or completeness of the Information supplied by Owner. Neither Owner or Agent make any express or implied representation or warranty for the accuracy or completeness of the Information. The Owner, Owner Parties and Agent shall have any liability relating to the Information, or for any errors in or omissions from the Information, Buyer acknowledging that Buyer is not entitled to rely on the accuracy or completeness of the Information for any purpose.
5. Buyer further acknowledges that the offering of the Property and any proposed Transaction with respect thereto is subject to withdrawal, revocation, alteration by Owner at any time with or without obligation of any kind to us as Buyer.
6. Buyer agrees that if Buyer or any of the Buyer Parties commits a breach of any of the provisions of the Agreement, Owner shall have the right and remedy to institute proceedings to obtain immediate injunction relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Owner and its affiliates and that money damages alone will not provide an adequate remedy to Owner and its affiliates. Nothing herein shall be construed to limit any other remedy available to Owner.
7. Buyer hereby indemnifies defends and holds Owner and the Owner Parties harmless from and against any losses, damages, expenses, liabilities, claims, demands and causes of action (together with all reasonable legal fees and other expense incurred by Owner and the Owner Parties in connection therewith), resulting, directly or indirectly, from, or in connection with, any breach of the terms of this Agreement by Buyer, Buyer Parties or any other party to whom Buyer has disclosed the Information.
8. We understand Agent is acting on behalf of Owner and as Owner’s Agent and advisor in connection with the sale of Property.
9. This Agreement shall be governed by laws of the Commonwealth of Massachusetts, the courts of which shall have sole and exclusive jurisdiction and be the sole and exclusive venue, for any disputes arising out of or in connection with this Agreement.
In agreement and acceptance of the foregoing, Buyer sign below.
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Document Name: SETH II Confidentiality Agreement
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