Prospective Buyer is aware that Kidder Mathews (“Kidder”) has been retained on an exclusive basis to represent the Seller, Glendale Country Club, LLC (“Owner”), of the Property. Prospective Buyer seeks to evaluate the potential purchase of the Property by the review of certain information (“Confidential Information”) relating to the Property held by Kidder, which Kidder will not disclose without Prospective Buyer’s consent to the terms of this Confidentiality Agreement.
In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Prospective Buyer agrees as follows:
As used herein, the term “Confidential Information” means information disclosed by Kidder or Owner to You with respect to the Property, whether delivered orally, by computer disc, visually or in hard copy, and which is deemed confidential or proprietary in nature by Kidder and/or Owner. “Confidential Information” shall include analyses, compilations and studies regarding the Property, whether developed by you, Owner or Kidder, to the extent the same incorporates Confidential Information provided by Kidder or Owner to You. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to purchase the Property. This is not an agreement to sell the Property nor an offer of sale. No agreement binding upon Owner, or any of its associated or affiliated companies, shall be deemed to exist until You and Owner enter into a formal binding agreement of purchase and sale of the Property.
The Confidential Information does not purport to be all-inclusive or to contain all the information that a prospective purchaser may desire. Neither Kidder nor Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto. Prospective Buyer shall defend, indemnify and hold harmless Kidder and Owner, and their respective partners, members, shareholders and/or affiliates, from and against all losses, damages, liabilities, deficiencies, actions, judgments or expenses of any kind that arise out of, are in connection with or relate to Your use, review and/or reliance upon Confidential Information.
By executing this Confidentiality Agreement, you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm, or entity without prior written authorization of Owner or Kidder, except that the information may be disclosed to your partners, employees, legal counsel, and lenders on a need to know basis. In the event you become legally obligated to disclose any Confidential Information, you will provide Owner and Kidder prompt notice thereof so that Owner may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement.
You hereby agrees to return the Confidential Information to Kidder immediately without retaining any copies upon request by Kidder.
The laws of the state of Washington, without regard to choice of law principles, shall apply to any suit brought to enforce the terms of this Confidentiality Agreement. You agree that the venue for any such suit shall exclusively be in the state or federal courts located in King County, Washington. The Recitals are intended to be incorporated into the terms of this Agreement. You acknowledge that money damages might not be a sufficient remedy for any breach of this Agreement. Therefore, in addition to all other remedies available at law, Owner and/or Kidder shall be entitled to seek specific performance and injunctive relief.
The term of this Agreement shall commence on the date first indicated above and shall expire one year from such date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding, each Party’s rights and obligations under this Agreement shall survive the expiration or termination of this Agreement for a period of four years from the date of such expiration or termination.