Multifamily Brokerage in the Carolinas

This Confidentiality Agreement (“Agreement”) is entered and agreed to between K. Chase & Company, LLC (“Broker”), and (“Potential Purchaser”) regarding the potential purchase of (“Property”).

For purposes of this agreement, “Confidential Information” shall mean any information that is furnished by or on behalf of Owner to you relating to Owner’s business, operations, property and/or tenants (whether furnished before or after the date hereof, whether oral or written, and regardless of the manner in which it is furnished), and any notes, analyses, studies or other documents prepared by you which contain or are based on such information furnished to you. However, the term “Confidential Information” does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, or (b) was available to you or becomes available to you on a nonconfidential basis from a person other than Broker or Owner who is not otherwise bound by a confidentiality agreement and is permitted to disclose such information to you. All projections have been developed by Broker with help from designated sources and are based upon assumptions relating to the general economy, competition, and other factors beyond the control of the Broker and Seller and therefore are subject to variation.

In consideration for the Owner furnishing information to you, which consideration is hereby agreed to be adequate and sufficient to enter this agreement, you have agreed as follows:

1. You shall hold and maintain the Confidential Information in strictest confidence, shall not use the Confidential Information for any purpose other than in connection with your analysis and consideration of the Property, and shall not, without the prior written consent of Owner, communicate, disclose or otherwise make available all or any part of the Confidential Information to any third party other than your officers, employees, agents and other representatives who need access to the Confidential Information in connection with your analysis and consideration of the Property (“Representatives”). You will not use the Information in any way detrimental to Broker or the Owner.

2. You will carefully restrict access to the Confidential Information by your Representatives and will cause your Representatives (a) to observe the terms of this letter agreement, (b) not to use the Confidential Information for any purpose other than in connection with your evaluation of the Property or the consummation of the Property. You will be responsible for any breach of the terms of this letter agreement by you or your Representatives.

3. You will take all necessary action to protect the confidentiality of the Confidentiality Information in accordance with the terms of this letter agreement and will indemnify Owner against any and all loss, damage, claims or expenses (including reasonable attorneys’ fees) which may be asserted or recovered against, or incurred by, Owner as a result of any breach by you of your obligations under this letter agreement.

4. You and your Representatives will not, without obtaining the prior written consent of Broker, directly or indirectly contact or participate in discussions with any person who is a party of the Property. Neither you nor your Representatives will contact the tenants, leasing agents or property management staff of the Property in connection with your review of the Information. Neither you nor your Representatives will contact any existing lenders that with current liens on the property in connection with your review of the Information. Any and all questions related to the evaluation of the Information must be directed solely to Broker, unless otherwise advised by Broker.

5. At the request or Broker or Owner, you will return all Confidential Information, and all copies, reproductions, summaries, analyses or extracts thereof or based thereon or notes relating thereto in your possession or in the possession of any of your Representatives. You agree and acknowledge that the evaluation materials are the intellectual property of the Broker and that you will not copy or distribute the materials without the prior written consent of Broker.

6. Neither Broker nor any other persons disclosing Information to you or your Representatives makes any warranty or representation whatsoever as to the accuracy or completeness of the Information. The property is being offered only on a “as-is/where is” basis, with all faults and without representations or warranties of any kind or nature. Buyer shall not be entitled to, and should not rely upon Owner or Broker as to the condition of the property. You agree that neither Broker, Owner, nor any of their respective directors, officers, representatives, agents, attorneys, advisors, affiliates or subagents, shall have any liability to you or any of your Representatives resulting from the use of the Information by you or such Representatives.

7. You agree to indemnify, defend and hold harmless Owner and Broker against and from all claims, demand causes of action, judgments, and liabilities which may be asserted or recovered for fees, commissions, or other compensation claimed to be due to any party other than Broker with whom you may have dealt in connection with the Property, including costs and reasonable attorneys’ fees incident thereof.

8. Broker reserves the right to negotiate with one or more prospective purchasers at any time and to enter into a definitive agreement with respect to the Property without prior notice to you. Nothing herein shall imply any agreement on the part of Owner to enter into any transaction for the Property with you or to pay any commissions, finder’s fees or other compensation or fees to any person. The Broker and Owner each reserve the right, at their sole discretion, to reject any or all expressions of interest or offers regarding the Property and/or to terminate discussions with any entity at any time with or without notice.

9. Seller reserves the right, in its sole and absolute discretion, (1) to approve all potential purchasers prior to their receiving any information relating to the Property, (2) to change any of the terms of the offering of the Property at any time without prior notice to you, and (3) to terminate the possible sale of the Property at any time without prior notice to you. The Owner shall have no legal commitment or obligations to any entity reviewing the Confidential Information or making an offer to purchase the Property unless a written agreement for the purchase of the Property has been fully executed, delivered, and approved by the Owner and its legal counsel, and any conditions to the Owner’s obligation thereunder have been satisfied or waived.

10. You represent to Owner and Broker that, except for Broker, there is no broker, finder, or intermediary of any kind with whom you have dealt in connection with the Property. Furthermore, Buyer acknowledges that if it chooses to be represented by an outside broker (“Co-Broker”), any and all compensation for Co-Broker shall be paid solely by Buyer, under separate agreement between Buyer and Co-Broker.

11. You understand and acknowledge that K. Chase & Company, LLC has been retained as the exclusive broker for the sale of Property and exclusively represents Owner in any proposed sale of Property unless otherwise agreed to in writing. You also acknowledge that you have read and understand the accompanying Agency Disclosure Brochure from the state with which the property is located. Required Agency Disclosure Link:

North Carolina: https://www.ncrec.gov/Brochures/WorkingwAgents.pdf
South Carolina: https://llr.sc.gov/re/recpdf/Doc170%20SC_Disclosure_of_Real_Estate_Brokerage_Relationships.pdf

12. No Commission will be paid to a Registered Broker/Agent (a) acting as a principal in the purchase of any Property, (b) acting as the broker/agent on behalf of an entity in which the broker/agent has an interest, (c) acting as the broker/agent on behalf of an immediate family member. Furthermore, the Broker has the right and authority not to pay any commissions to any other third-party agents at its sole discretion. There are no exceptions.

13. This agreement and your obligations hereunder shall be binding on you, your Representatives and your various officers, employees, agents, assigns and successors and shall inure to the benefit of the assigns and successors of Owner.

14. This agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located. This Agreement shall terminate one (1) year from the date of your acceptance.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement among you, Broker and Owner.

Prospective Purchaser/Entity (Print Name): ____________________________________________________________

Contact / Individual Signing (Print Name & Title): _________________________________________________________

Authorized Signatory for Purchaser Entity (Signature): ______________________________________________________

Street Address Purchaser: ____________________________________________________________

City, State, Zip: ____________________________________________________________

Phone: ____________________________________________________________

Mobile: ____________________________________________________________

Email: ____________________________________________________________