You (the “Customer”) have advised Pace Properties, Inc. (“Pace”) that you wish to register as a potential purchaser of Waterloo Medical Office Building Portfolio sites 501 & 509 Hamacher Street and 624 Voris Jost Drive, Waterloo, IL 62298 (the “Property”). Pace has been retained by the ownership (the “Owners”) with respect to the offering for sale of the Property. The Owner has indicated that all inquiries and communications with respect to the contemplated sale of the Property be directed to Pace. All fees due Pace in connection with the sale of the Property shall be paid by the Owner.
Pace has available for review certain information concerning the property which includes brochures and other materials (collectively “Informational Materials”). Pace will not make such Informational Materials available to the Customer unless and until the Customer has executed this agreement. Upon Pace’s receipt of this executed agreement, Pace is prepared to provide the Informational Materials for the customer’s consideration in connection with the possible purchase of the Property subject to the following conditions:
1. All Informational Materials relating to the Property which may be furnished to the Customer by Pace shall continue to be the Property of the Owner and Pace. The Informational Materials will: (i) be kept strictly confidential as you and your partners, employees, legal counsel and lenders (“Related parties”); (ii) be used solely by the Customer for the purpose of evaluating a potential purchase of the Property; and (iii) may not be copied or duplicated without Pace’s written consent. Upon written request by Pace, which request will include an address and shipping instructions, you hereby agree to return any and all Informational Materials to Pace.
2. The Customer will not disclose the Informational Materials to any person unless Pace has approved in writing such disclosure, provided, however, that the Informational Materials may be disclosed to the Customer’s Related Parties, for the sole purpose of evaluating the potential purchase of the Property; it being understood that: (a) such Related Parties shall be informed by you of the confidential nature of such information and your responsibilities under this Confidentiality Agreement with respect thereto; and, (b) you shall use your best efforts to direct and cause such Related Parties to treat such information confidentially. The Customer hereby acknowledges the confidential nature of the Informational Materials.
3. The Customer understands and acknowledges that Pace and the Owner do not make representation or warranty as to the accuracy of completeness of the Informational Materials and that the information used in preparation of the Informational Materials was furnished to Pace by others and has not been independently verified by Pace and is not guaranteed as to completeness or accuracy. The Customer agrees that neither pace nor the Owner shall have any liability for any reason to Customer or Related Parties resulting from the use of the Informational Materials by you or your Related Parties, or for any other information (whether oral or written) provided or alleged to have been provided to you or the Related Parties.
4. No potential Purchaser Party shall: (a) conduct any site inspection at or on the Property, or (b) initiate any contact or communication with, or respond to any contact or communication of, any owner, tenant, occupant, or property manager of the Property, without obtaining in each instance the prior written consent of Owner.
5. The Customer acknowledges that the Property offered for sale is subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice. The Customer acknowledges that the Property being offered without regard to race, creed, sex, religion or national origin.
6. The Customer stipulates that it is acting as a principal only, and is not acting as a broker, or being represented by any broker in the transaction. If Customer wishes to be represented by any other broker, then that broker shall be paid by the Customer solely. Unless otherwise stipulated, neither Pace nor the owner will be responsible for any fees paid to the Customer’s broker.
If in agreement with the foregoing, sign this agreement.