THE RETAIL COMPANIES, LLC (“TRC”) has been exclusively retained by Owner to represent the offering of its interest in the “Prominence Shops II at Liberty Park” property located at 3735 Corporate Woods Drive, Vestavia Hills, AL 35242. Recipient hereby acknowledges and agrees that certain confidential information which has been or may be disclosed in the future is intended solely for your own limited use in considering whether to pursue negotiations to acquire the property listed above. “Confidential Information” means any and all information, in any form or medium, whether written or oral, concerning or relating to a Proposed Transaction including, without limitation, information relating to the location, ownership, income, expenses, listing price, tenants, loans, financing, mortgages, surveys, reports, inspections, analyses, abstracts, compilations, forecasts, market studies, drawings, designs, diagrams, specifications, and plans.
Owner or TRC nor any of their officers, employees or agents make any representation or warranty, expressed or implied, as to the accuracy or completeness of this confidential information and no legal liability is assumed or shall be implied with respect thereto.
Information provided has been or will be gathered from sources that are deemed reliable, but Owner or TRC does not warrant or represent that the information is true or correct. Recipient is advised to verify information independently. Owner or TRC reserves the right to change the price, or any information provided or to withdraw the property from the market at any time without notice.
Recipient agrees that the information provided is confidential, that you will hold and treat it in the strictest of confidence, that you will not, directly or indirectly, disclose or permit anyone else to disclose this information to any other person, firm or entity without prior written authorization of Owner or TRC and that you will not use or permit to be used, this information in any fashion or manner detrimental to the interest of the Owner or TRC. This includes sharing usernames, passwords, and/or access codes for access to the confidential information via the TRC deal portal or other storage locations of the materials. Photocopying or other duplication is strictly prohibited.
While Owner and/or TRC may discuss the purchase and sale of the Property with Recipient, either Owner or TRC, in our sole and absolute discretion, may terminate discussions at any time and for any reason. Recipient acknowledges Owner has no obligation to discuss or agree to the sale of any of the Property. The discussions may be lengthy and complex, notwithstanding that we may reach one or more oral understandings or agreements on one or more issues we are discussing, neither of us shall be bound by any oral agreement of any kind and no rights, claims, obligations or liabilities of any kind, either expressed or implied, shall arise or exist in favor of or be binding upon either Owner or TRC except to the extent expressly set out in a written agreement signed by both Owner and TRC.
This Agreement shall commence on the Effective Date and shall terminate as to each Proposed Transaction only upon the closing of a sale of such Proposed Transaction between a seller and Potential Purchaser. This Agreement shall remain in full force and effect as to any and all Proposed Transactions identified by TRC, but for which a sale has not closed.
Potential Purchaser is advised that TRC is acting on behalf of Owner as exclusive agent in connection with the investment in this Property. Should the Potential Purchaser elect to have representation by a Co-broker, Potential Purchaser hereby agrees that any fees earned by or owed to Co-broker in connection with this transaction will be paid per a separate agreement. Potential Purchaser and Co-broker agree to indemnify and hold harmless TRC, Owner, their respective affiliates, successors and assigns, employees, officers and directors against and from any loss, liability or expense, including reasonable attorney’s fees, arising out of any claim or claims by Co-broker, finder or similar agent for commissions, fees or other compensation except as agreed herein, for bringing about any investment in the Property by Potential Purchaser.
THE OWNER EXPRESSLY RESERVES THE RIGHT AT ITS SOLE DISCRETION TO REJECT ANY OR ALL PROPOSALS OR EXPRESSIONS OF INTEREST IN THE PROPERTY AND TO TERMINATE DISCUSSIONS WITH ANY PARTY AT ANY TIME WITH OR WITHOUT NOTICE. Nothing in this Agreement shall be construed as an agreement or obligation on the part of Owner to sell, or the Prospective Purchaser to purchase, any interest in the Property on any terms.
If you do not wish to pursue negotiations leading to this acquisition, or if in the future you discontinue such negotiations, you agree to return all confidential information to Owner or TRC. Otherwise, please execute below and return via email to Brooks Corr at Brooks@TheRetailCompanies.com
or Bill Clements at Bill@TheRetailCompanies.com
at your earliest convenience.
In any litigation, arbitration or other legal proceeding which may arise between any of the Parties, the prevailing party shall be entitled to recover its costs and expenses including, without limitation, reasonable attorneys’ fees, in addition to any other relief to which such Party may be entitled.
THIS CONFIDENTIAL INFORMATION SHALL NOT BE DEEMED AS REPRESENTATIVE OF 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 THE MEMORANDUM.