Quincy Street Apartments, 700 Quincy St., NE, Washington, DC 2001 (Property)
“Purchaser" is interested in the possible purchase of the Property as identified above. Therefore, Purchaser has requested that “Seller” furnish Purchaser information concerning the Property. In this connection, Seller is prepared to furnish financial data and rent roll information to Purchaser only upon the condition that Purchaser agrees to treat the financial data and rent roll information material confidential as hereinafter provided. Therefore, as a prerequisite to Seller furnishing this material to Purchaser, you hereby agree as follows:
All material furnished to Purchaser by Seller will not be used or duplicated by Purchaser for any purpose other than evaluating a possible purchase of the Property by Purchaser. Therefore, Purchaser agrees to keep all material (other than information which is a matter of public record or is provided in other sources readily available to the public other than as a result of disclosure by Purchaser or Related Party) strictly confidential; provided, however, that the material may be disclosed to directors, officers, and employees of Purchaser, and to Purchaser's outside counsel and accounting firm (all of whom are collectively referred to as Related Parties ) who, in Purchaser's judgment, need to know such information for the purpose of evaluating a possible purchase of the Property. These Related Parties shall be informed by Purchaser of the confidential nature of such information and use such information only for the purpose of evaluating a possible purchase by Purchaser. Purchaser will promptly, upon request of Seller, deliver to Seller all written material furnished to it by Seller, whether furnished before or after the date of this agreement, without retaining copies thereof.
Purchaser agrees not to make any of the material available, or disclose any of the contents of material, or disclose either the fact that discussions or negotiations concerning a possible sale of the Property to Purchaser are taking place or any of the terms, covenants, conditions, or other facts with respect to any such investment proposal, including the status thereof, to any person other than as permitted by the preceding paragraph unless: (i) such person has been identified to Seller; (ii) Seller has approved in writing the disclosure of the material to such person; and (iii) such person has entered into a written Confidentiality Agreement with Seller the provisions of which agreement shall be substantially the same as the provisions of this Agreement. The term person as used in this Agreement shall be interpreted broadly to include, without limitation, any corporation, partnership, association, or individual. Purchaser will direct Related Parties to whom material is made available not to make similar disclosures and any such disclosure shall be deemed made by and be the responsibility of Purchaser.
Although Seller has endeavored to include in the financial data and rent roll, information which it believes to be relevant to your investigation, Purchaser understands and acknowledges that Seller does not make any representation or warranty as to the accuracy or completeness of the material. The financial information and projections contained in the Evaluation Material represent estimates based on assumptions considered reasonable under the circumstances although not independently verified. Seller and its Broker make no representations or warranties, express or implied, that actual results of operations will conform to such projections. Seller and its Broker expressly disclaim any and all liability for representations or warranties, express or implied, contained in this financial data and rent roll information or for omissions from this financial data and rent roll information, or in any other written or oral communications transmitted or made available to Purchaser.
Seller shall have no legal commitment or obligation to Purchaser unless and until such purchase of the Property is approved by Seller, and a written agreement for the purchase of the Property has been fully executed, delivered and approved by Seller and its legal counsel, any conditions to Seller’s obligations thereunder have been satisfied or waived, and any conditions to Purchaser’s obligations thereunder have, in the opinion of the Seller, been satisfied.
This agreement expires in 24 months from date of signing.
