BROKER CONFIDENTIALITY AND REGISTRATION AGREEMENT
Crossroads Business Park, 5701 Young Street, Bakersfield CA
Wonderful Real Estate Development LLC (“WRED”) as seller of Crossroads Business Park, 5701 Young Street, Bakersfield CA (the “Property”) has made available for review certain information concerning the Property which may include brochures, operating statements, drawings, records, physical media, financial information and other materials (collectively, the “Informational Materials”). WRED will not make such Informational Material available to a potential purchaser until the registered potential purchaser has executed this confidentiality agreement (this “Agreement”) and, thereby, agrees to be bound by its terms. Upon WRED’s receipt of this Agreement, executed by the registered potential purchaser, WRED is prepared to provide the Informational Materials for the registered potential purchaser’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 registered potential purchaser by WRED shall continue to be the property of WRED. The Informational Materials will be used by the potential purchaser and may not be copied or duplicated without WRED’s written consent, which it may give or withhold in its sole and absolute discretion. The Informational Materials and must be returned to WRED immediately upon WRED’s request or when the registered potential purchaser declines to make an offer for the Property or terminates any discussion or negotiations with respect to the Property.
2. The registered potential purchaser will not make any Informational Materials available to, or disclose any of the contents thereof, or discuss any transaction involving the Property with any person other than the registered potential purchaser, unless WRED has approved, in writing, such disclosure provided, however, that the Informational Materials may be disclosed to the registered potential purchaser’s partners, employees, legal counsel and institutional lenders (“Related Parties”) who, in the registered potential purchaser’s judgment, need to know such information for the purpose of evaluating the potential purchase of the Property or any interest therein by the registered potential purchaser. The registered potential purchaser and such Related Parties shall be informed by you, as the broker or registered potential purchaser, as applicable, of the confidential nature of the Informational Materials and must agree to keep all Information Materials strictly confidential in accordance to the agreement.
3. The potential purchaser understands and acknowledges that WRED does not make any representation or warranty as to the accuracy or completeness of the Informational Materials and that the information used in the preparation of the Informational Materials was furnished to WRED by others and has not been independently verified by WRED and is not guaranteed as to completeness of accuracy. The potential purchaser understands and acknowledges that WRED has not granted to him/her any license, copyright, or similar right, express or implied, with respect to the Informational Materials. The potential purchaser agrees that WRED or its affiliates shall not have any liability, for any reason, to the registered potential purchaser or Related Parties resulting from the use of the Informational Materials.
4. The potential purchaser hereby indemnifies and saves harmless WRED and its affiliates and successors, and assigns against and from any loss, liability or expense, including attorney’s fees, arising out of any (1) breach of any of the terms of the Agreement by the registered potential purchaser or any Related Party, and (2) claim or claims by potential purchaser or any of their representatives for commissions, fees and other compensation for the sale or proposed sale of the Property to the registered potential purchaser.
5. The potential purchaser acknowledges that the Property has been offered for sale, 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 potential purchaser acknowledges that the Property is being offered without regard to race, creed, sex, religion, or national origin.
6. All affiliates of WRED are intended third party beneficiaries of the terms of this Agreement.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of California, which is applicable to contracts made and to be performed wholly within California. Any suit brought hereon must be brought in the state or federal courts sitting in Los Angeles, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper.
8. All clauses and covenants contained in this Agreement are severable and in the event any of them is held to be invalid by any court, this Agreement will be interpreted as if such invalid clauses and covenants were not contained herein.
9. Attorneys’ Fees. In the event of a dispute arising out of or related to this Agreement, the prevailing party shall be entitled to its costs, including attorneys’ fees (based on market rates).