SWE HOMES, LP
Confidentiality Agreement
Please return to:
KAREN BEDOYA
Phone: 713-231-1177
Fax: 713-231-1177 or 713-667-6319
Email:
SWE HOMES, LP
CONFIDENTIALITY AGREEMENT FOR REVIEW OF ASSET
THIS CONFIDENTIALITY AGREEMENT FOR REVIEW OF ASSET (the “Agreement”) is made and agreed by the person designated as the Reviewer on the signature page hereof (the “Reviewer”).
Agreements
1.The Reviewer agrees that its review and inspection of the Confidential Information shall be solely to conduct due diligence, on its own behalf and not as an agent, representative or broker of any undisclosed party, for the purpose of determining whether or not to submit a bid to purchase the Asset.
2.All information furnished by SWE HOMES, LP or any of its representatives or agents (collectively, the “Confidential Information”) to the Reviewer or its directors, officers or employees, or outside attorneys, accountants or financial advisors (collectively, “Representatives”) shall not be (i) duplicated by the Reviewer or (ii) used for any purpose other than evaluating a possible bid. The term “Confidential Information” shall be deemed also to include all pictures, charts, list, or other documents prepared by the Reviewer or its Representatives containing or based in whole or in part on any information furnished by SWE HOMES, LP or any of its representatives who, in the Reviewer’s considered judgment, need to know such information for the purpose if evaluating a bid. The Reviewer shall direct all of its Representatives to keep all such information in the strictest confidence and to use the Confidential Information only for the purpose of evaluating a possible purchase of the Asset.
3.The term “Confidential Information” shall not include information which: (a) is already known to the Reviewer from non-SWE HOMES, LP sources not known by the Reviewer to be subject to any confidentiality obligations to SWE HOMES, LP; (b) is or becomes generally available to the public other than as a result of a disclosure by the Reviewer or any of its Representatives; or (c) is required to be disclosed by law or by regulatory or judicial process.
4.SWE HOMES, LP shall be entitled to equitable relief, including injunction, in the event the Reviewer or any of its Representatives fails in any respect to comply with its obligations under this Agreement, in addition to all other remedies available at law or in equity. If litigation should be necessary to enforce this Agreement, SWE HOMES, LP shall be entitled to recover from the Reviewer all costs of such litigation, including reasonable attorneys’ fees, in addition to any other relief to which it is entitled. In addition, SWE HOMES, LP may in its discretion refuse to consider a bid from the Reviewer on the Asset or to allow the Reviewer to conduct due diligence on any other assets offered for sale by SWE HOMES, LP.
5.The Reviewer shall indemnify and hold harmless SWE HOMES, LP against any and all claims, damages, losses, liability or expenses, including reasonable attorneys’ fees, that may result as a breach of this Agreement by the Reviewer, or its officers, directors, employees or Representatives.
6.Until such time as a formal written agreement is executed, SWE HOMES, LP expressly reserves the right, at its sole and absolute discretion, to reject any and all expressions of interest or offers and/or to terminate the discussions with the Reviewer or any person or entity at any time, with or without notice.
7.The restriction in this Agreement shall terminate upon acquisition of the Asset by the Reviewer. The terms and conditions of this Agreement shall remain in full force and effect for this Asset if not acquired by the Reviewer. The Reviewer shall destroy or, at SWE HOMES, LP’s request, deliver to SWE HOMES, LP all Confidential Information furnished to the Reviewer, whether furnished before or after the date of this Agreement, without retaining copies thereof. The Reviewer shall destroy or, at SWE HOMES, LP’s request, deliver any compilation studies, notes or other documents or records which contain or reflect Confidential Information relating to the Asset. The obligations of confidentiality and secrecy contained in this Agreement shall continue to apply to the Reviewer and be binding and enforceable upon the Reviewer following the return to SWE HOMES, LP of the Confidential Information.
8.The Reviewer acknowledges that SWE HOMES, LP makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.
9.This Agreement represents the entire agreement between the Reviewer and SWE HOMES, LP relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by the Reviewer. This Agreement supersedes all other agreements relating to such matters, which have previously been executed by the Reviewer in favor of SWE HOMES, LP.
REVIEWER:
RE:______
______
______SignatureDate
______
Name (please type or print)
Address:______
______
______
Telephone: ______
Broker or Agent:
______
Name of Principal
Address:______
______
______
Telephone: ______
*Email address: ______
Please print clearly.