Recitals:
A. Disclosing Party is engaged in the business of real estate, dealing with on and off-market properties.
B. Receiving Party desires to obtain confidential information regarding off-market
properties from Disclosing Party for the purpose of potential acquisition.
Agreement:
1. Confidential Information: For the purposes of this Agreement, "Confidential
Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, or by inspection of property, that relates to off-market properties, including but not limited to property details, financial information, tenant information, and any other proprietary information.
2. Non-Disclosure: Receiving Party agrees to maintain the confidentiality of all
Confidential Information disclosed by the Disclosing Party and shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party.
3. Non-Circumvention: Receiving Party agrees not to circumvent the Disclosing Party in any way regarding the acquisition of off-market properties under this Agreement. Receiving Party shall not, directly or indirectly, engage with property owners, sellers, or other intermediaries for the purpose of acquiring any off-market property disclosed by the Disclosing Party without the express consent of the Disclosing Party. This Agreement covers all off-market properties disclosed by the Disclosing Party to the Receiving Partyduring the term of this Agreement.
4. Exclusive Representation: In the event that Receiving Party decides to pursue the acquisition of any off-market property disclosed under this Agreement, Receiving Party agrees to engage exclusively with the services of Ash Noorani and KW Commercial Energy Corridor for the duration of the transaction. Receiving Party shall not engage with any other realtor, agent, or broker for the purpose of the acquisition of said property.
5. Protection Period: This Agreement shall remain in full force and effect for a period of365 days from the date of disclosure of each off-market property ("Protection Period").
6. Return of Information: Upon written request by the Disclosing Party, Receiving Party shall promptly return or destroy all materials containing Confidential Information and shall provide written certification of such destruction.
7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Texas without regard to its conflict of law principles.
8. Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.