This Confidentiality Agreement (CA) is provided by NetCMG, a division Calkain Companies LLC (Broker), for your consideration of the opportunity to acquire the property known as APN Lodge (The Property), a sale-leaseback opportunity in Edwards, CO (Proposed Transaction). The Offering Memorandum (OM) may be used only as stated below and shall not be used for any other purpose or manner without prior written consent from NetCMG.
By downloading this OM, you agree to the following:
You will not disclose the OM to anyone other than your authorized Representatives who need to know such information for purposes of evaluating the Proposed Transaction and use the OM for the sole purpose of evaluating the Proposed Transaction and for no other purpose. All will be bound by this CA.
You will not, without express written authorization from Broker, initiate or maintain contact with any joint venture partner, tenant, property manager, borrower, guarantor or other obligor under or with respect to the Property (except for contacts in the ordinary course of business unrelated to Recipient’ evaluation of the Proposed Transaction). You further agree to direct all inquiries and requests for information concerning the Proposed Transaction to Jonathan Hipp, Richard Murphy, or Stanley Wyrwicz at NetCMG, and agrees not to contact any other Broker personnel at the Property regarding the Proposed Transaction.
Upon the request of Broker, Recipient will return or certify to the destruction, as requested by Broker, of all copies of the OM.
If you or any of your Representatives receives a request or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) to disclose any of the OM, prior to any such disclosure Recipient will (i) promptly notify Broker, and (ii) cooperate with Broker in any attempt it may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the OM. If such protective order or other appropriate remedy is not obtained, Recipient will furnish only that portion which is legally required.
You will indemnify and hold harmless Broker from any damage, loss, claim or other liability arising out of the breach of this Agreement by you or your Representatives. You acknowledge that Broker would be irreparably injured by a breach of this Agreement, and agree that Broker will be entitled to equitable relief (including injunctive relief and specific performance) in the event of any such breach. This remedy will be in addition to all other remedies available to Broker at law or in equity. No failure or delay by Broker in exercising any right, power or privilege hereunder will operate as a waiver thereof.
Broker is providing the OM to you without representation or warranty, express or implied, of any kind or nature, as to accuracy, completeness or suitability for any purpose. Neither Broker, nor its parent or subsidiaries (or their respective officers, directors, employees, agents or advisors) will have any liability to you as a result of its use of or reliance on the OM.
This Agreement will be governed and construed in accordance with the laws of the State of Virginia, and will be binding on the parties’ successors and assigns.