Confidentiality Agreement
Apex Commercial Real Estate Services
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Various Sellers have provided confidential information to Apex Commercial Real Estate Services, LLC. (the Team”) for the intent of marketing, buying, and/or selling their business, real estate, and/or assets. The Team consists of commercial realestate brokers, agents, and assistants associated with KW Commercial (the “Broker”). In consideration of the disclosure ofcertain confidential information, Prospect hereby understands and agrees to the following:1. Prospect agrees to keep all Confidential Information in the strictest confidence and will not disclose the same to thirdparties except as hereinafter provided. The term “Confidential Information” includes any and all information providedto Prospect by Seller or Broker regarding the operations, interests, financial performance, and/or assets of Seller, andincludes information provided through discussion of the operations, interests, financial performance, and/or assets ofSeller.2. Prospect agrees not to disclose any confidential information to any other person who has not also signed thisAgreement except to secure the advice and recommendations of those professionals who constitute Prospect’sbusiness advisors and lending institutions who will be directly involved in evaluating the operations, interests, and/orassets of Seller for or on behalf of Prospect. In sharing Confidential Information with said professionals, Prospectagrees to prohibit disclosure of the same by those professionals to any third parties and assumes direct responsibilityfor enforcing such prohibition and for any breach thereof. Any information which is disclosed pursuant to thisagreement shall remain completely confidential until the sooner of: (a) the public disclosure of said information by theparty to which the information belongs, or (b) any applicable limitation set forth by law.3. Prospect agrees it will not in any way contact the landlords, employees, suppliers, customers, or any other person orentity associated with the Seller without the Seller’s prior consent. Any information obtained by Prospect through suchauthorized contact shall be considered Confidential Information and treated as stated herein. Prospect agrees it willnot make copies of any Confidential Information provided herein except with written authorization from Seller.Prospect will immediately notify Broker of any unauthorized releases of Confidential Information. Broker makes nowarranty, express or implied, as to the accuracy of said Confidential Information and is not responsible for the same.Prospect, therefore, agrees to hold Broker harmless for any inaccuracies in such Confidential Information and is notresponsible for the same. Prospect, therefore, agrees to hold Broker harmless for any inaccuracies in suchConfidential Information, or for any incompleteness in the same which operates to the detriment of Prospect. It is theresponsibility of the Prospect to determine the accuracy, or lack thereof, of any Confidential Information provided.4. Prospect agrees not to use Confidential Information received to its advantage by directly competing with Seller. In theevent Prospect determines not to purchase the business operations, interests, and/or assets of Seller, all ConfidentialInformation shall be surrendered to Broker upon written request and Prospect will not use, disclose, or disseminateany of said Confidential Information thereafter.5. Prospect agrees and acknowledges that any breach of this agreement would cause irreparable harm to Seller forwhich damages will be difficult to ascertain. Therefore, in addition to all available remedies of the law, Seller shall beentitled to equitable relief. Seller and/or Broker shall be entitled to recover from Prospect attorney fees and costsassociated with enforcing this agreement.6. The Prospect hereby further agrees not to circumvent Broker or directly contact, negotiate, or enter into an agreementto acquire the property or assets of Seller without working through Broker. Prospect acknowledges that Broker isWashington Confidentiality and Non Circumvention Agreement 1 of 2entitled to equitable compensation for its services and breach of this agreement could Compromise Broker’s ability tocollect compensation from Seller. Therefore, in addition to all available remedies of the law, Broker shall be entitled toequitable relief including a fee equal to 10% of the purchase price.7. Upon signing this agreement, Broker will provide Prospect information on one or multiple properties and/orbusinesses. This agreement shall be fully applicable and in force for any business, real estate, and/or assetspresented to Prospect by Broker for a period of 2 years from the date of this agreement or for as long as Broker isentitled to earn a commission from Seller, whichever is less. This agreement shall survive the closing or sale of anybusiness, real estate, and/or assets offered to Prospect, and shall be binding on Prospect’s heirs, successors and/orassigns.8. This agreement shall be governed by and is subject to the laws of the State of Washington. If any provision is foundunenforceable or invalid there under it will not invalidate or render the remaining provisions unenforceable. Iacknowledge that I have read the Agreement carefully, fully understand it, and agree to it.
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