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Confidentiality and Registration Agreement
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Full Name: Phone: E-Mail: Company:
This “Agreement” is to be signed by the parties hereto prior to the release of property information. The property information is intended solely for the limited use by “Principal” and Principal’s “Broker” (See below) in considering whether Principal shall pursue an offer to acquire Middleton Center (the “Property”). The Property is owned by Horsepen Run, LLC (“Owner”).
The property information contains brief, selected information pertaining to the business and affairs of the Property. It does not, however, purport to be all-inclusive or to contain all of the information which a prospective purchaser may desire or require. Neither Owner, Farms and Acreage, Inc., nor any of its officers, employees or agents (hereinafter collectively referred to as “Owner”) makes any representation or warranty, express or implied, as to the accuracy or completeness of this information, and no liability of any kind whatsoever is assumed by Owner with respect thereto.
By acknowledgment of receipt of the property information, Principal and Broker agree that the property information is confidential, proprietary and the exclusive property of Owner and further that will hold and treat it in the strictest of confidence, that they will not directly or indirectly disclose, or permit anyone else to disclose, the property information to any other person, firm or entity, without prior written authorization of Farms and Acreage, Inc., or Owner, except as otherwise required by law or judicial process. Principal and Broker further agree that they will not duplicate, photocopy or otherwise reproduce the property information in whole or in part or otherwise use or permit it to be used in any fashion or manner detrimental to the property or the interest of Owner.
Notwithstanding anything contained above in this paragraph to the contrary, in the event principal or Broker is required by law or requested in any judicial or regulatory proceeding to disclose any property information, it will give Owner through Farms and Acreage, Inc., prompt notice of such request so that Owner may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this paragraph, and Broker will cooperate with Owner to obtain such protective order. If such protective order or other remedy is not obtained, or Owner waives compliance with the provisions of the preceding paragraph, Principal and Broker will furnish only that information that is legally required to be disclosed.
Both Principal and Broker hereby agree to indemnify Owner and Farms and Acreage, Inc., from any loss or damage which Owner may suffer as a result of each undersigned’s breach of the terms and conditions of this Confidentiality Agreement.
Owner expressly reserves the right at Owner’s sole, singular, exclusive and arbitrary discretion to reject any or all proposals or expressions of interest in this property and to terminate discussions in connection therewith with any party at any time without notice.
The property information shall not be deemed to represent the state of affairs of the property or constitute an indication that there has been no change in the business or affairs of the property since the date of preparation of this information.
The information provided has been gathered from sources that are deemed reliable, but the Owner does not warrant or represent that the information is true or correct. You are advised to verify information independently.
The Owner reserves the right to make any change, to add, delete, or modify the information or to withdraw the property from consideration at any time, without notice. The property information is not to be construed as an offer, an expression of intent, an obligation, or as part of any contract or commitment, to sell the property.
The undersigned hereby agree that only Buyer Brokers who have registered their clients in advance will be offered a 2% commission, payable upon settlement and distribution of funds.
Please acknowledge your consent and agreement to the foregoing by signing and returning a copy of this agreement to Farms and Acreage, Inc., at which time the same shall constitute a binding Agreement between us and constitutes a material inducement to furnish the confidential material to you. Acknowledged, Agreed and Accepted: