Agency Disclosure, Confidentiality and Disclaimer Agreement
Denton Realty Company (“the Broker”) has been retained by the Owner(s) of the property known as Cohen Retail & Land Portfolio including City Line Plaza, Carrollton Cove Shoppes and three development land assemblages (“Property”) under an exclusive real estate agency agreement for the marketing and sale of the Property. Upon full execution of this Agency Disclosure, Confidentiality and Disclaimer Agreement by the Prospective Purchaser identified in the signature block (“Prospective Purchaser”), the Broker agrees to provide the Prospective Purchaser with certain confidential information relative to the Property’s status, operations and terms of sale (collectively “Marketing Information”).
1. Prospective Purchaser agrees that the Marketing Information will not be used by the Prospective Purchaser for any purpose other than evaluating a possible purchase of the Property by the Prospective Purchaser.
2. Prospective Purchaser acknowledges that the Marketing Information is selective and limited in nature, and that neither the Broker nor the Owner purports those materials to be an inclusive report on the Property. Certain leases, documents and other materials may be described in summary form, and such summaries do not purport to constitute a legal analysis of the provisions of those documents. Upon the Owner’s authorization, the Prospective Purchaser will be afforded an opportunity to review additional information and to inspect the Property, with the final determination of the Property’s status and suitability for investment to be made by the Prospective Purchaser based solely on its own independent investigations and due diligence.
3. Prospective Purchaser acknowledges that the Broker and their respective officers, employees or agents, do hereby expressly disclaim any and all liability, and acknowledges the Broker has not made, nor will it make, any representation or warranties, expressed, or implied, as to the accuracy or completeness of the Marketing Information or the status of the Property. Furthermore, no legal commitments or obligations shall arise by reason of the presentation of the Marketing Information or of any related materials which may have been or will be presented during the marketing of the Property.
4. Prospective Purchaser acknowledges that the Marketing Information is the property of the Broker and/or the Owner, and the Prospective Purchaser hereby agrees that the Marketing Information will not be photocopied or otherwise duplicated without the prior written approval of the Broker and the Owner. The Marketing Information is to be returned to the Broker and/or destroyed (a) immediately upon request or (b) when the Prospective Purchaser declines to make an offer to acquire the Property or (c) terminates discussions or negotiations with respect to the Property.
5. Prospective Purchaser agrees not to contact or disturb any employees, partners or management company affiliated with the Property, nor to reveal to such employees that the Property is being offered for sale or any matters relating to the Marketing Information. Prospective Purchaser shall coordinate any property visits by appointment only through the Broker.
6. Prospective Purchaser hereby indemnifies and saves harmless the Broker, the Owner, and their respective affiliates, officers, employees and agents against and from any loss, liability or expense, including but not limited to attorney’s fees, arising out of (i) any claim or loss by any other party if such claim is based in whole or in part on dealings with the Prospective Purchaser, (ii) any breach of any of the terms of this Agreement by the Prospective Purchaser.
7. DISCLOSURE OF BROKERAGE RELATIONSHIP FOR UNREPRESENTED PARTIES: The undersigned does hereby acknowledge disclosure that Edward C. Denton and Chris Burnett associated with Denton Realty Company (Broker) represents ONLY the SELLER in a real estate transaction related to the Property. Prospective Purchaser further acknowledges and agrees that if it has an existing Buyer’s Broker Agreement with Coastline Commercial, LLC d/b/a Denton Realty Company, then it shall NOT be in effect for this transaction as the Broker represents the Seller only. Denton Realty Company does not engage in dual or designated agency.
8. Prospective Purchaser acknowledges that if it has engaged a real estate broker for representation, any fees due to its agent are to be paid by Prospective Purchaser. Neither Owner nor Broker shall be responsible for any fees due to the Prospective Purchaser’s broker/agent, unless the Broker has agreed in writing to offer a co-brokerage fee to Prospective Purchaser’s agent prior to the execution of this agreement.
Prospective Purchaser hereby acknowledges their acceptance of the terms and conditions of this Agreement, as evidenced by their acceptance below.