CONFIDENTIALITY & NON-CIRCUMVENTION AGREEMENT


This Confidentiality & Non-Circumvention Agreement (the “Agreement”) is entered into as of DATE , by and between Heidi Finn and Diona Gouker of ULX Commercial (D.B.A. Urban Luxe Real Estate, LLC), (the “Disclosing Party”) and NAME   (the “Interested Parties”), concerning 2501 Larimer St and 1345 25th St., Denver CO 80205 being sold as an assemblage (the “Opportunity”) that is the subject matter of this Agreement.

RECITALS

  1. In connection with the Interested Parties’ desire to explore the possibility of entering into the Opportunity with the Disclosing Party or the party that the Disclosing Party represents, the Disclosing Party has furnished and is furnishing certain information to the Interested Parties. The term “Information” shall mean all information that the Disclosing Party has furnished or will furnish to the Interested Parties relating to the Opportunity, whether furnished before or after the date of this Agreement, whether tangible or intangible, and in whatever form or medium provided, as well as all information generated by the Interested Parties or their Representatives (as defined below) that contains, reflects or is derived from the furnished Information.

 

  1. The Disclosing Party is only willing to reveal and provide such Information relating to the Opportunity if the Information is kept confidential and if the Disclosing Party is fully protected and assured that its proprietary interest and associated rights in the Opportunity will not be usurped by the Interested Parties or their Representatives, as defined below, except to pursue the Opportunity directly through the Disclosing Party.

 

NOW THEREFORE, in consideration of the Disclosing Party’s disclosure of the Information to the Interested Parties, the undersigned agree:

 

AGREEMENT

 

  1. The Interested Parties will keep the Information confidential and the Information will not, without the prior written consent of the Disclosing Party, be disclosed by the Interested Parties or by their officers, directors, partners, employees, affiliates, agents or representatives (collectively, “Representatives”), in any manner whatsoever, in whole or in part, and shall not be used by the Interested Parties or their Representatives other than in connection with pursuit of the Opportunity directly through the Disclosing Party. Moreover, the Interested Parties agree to transmit the Information only to such of their Representatives who need to know the Information for the sole purpose of assisting the Interested Parties in evaluating the current Opportunity, who are informed of this Agreement, and who in writing agree to be bound by the terms hereof as if a party hereto.  In any event, the Interested Parties shall be fully liable for any breach of this Agreement by their Representatives.

 

  1. Without the prior written consent of the Disclosing Party, neither the Interested Parties nor their Representatives shall disclose to any person the fact that: (i) the Interested Parties have received any of the Information, or (ii) that discussions or negotiations are taking place concerning the Opportunity, including the status thereof.

 

  1. No copies of the Information, or any portion thereof, shall be made by the Interested Parties without the prior written consent of the Disclosing Party.

 

  1. Within three (3) business days of receipt of written demand from the Disclosing Party, the Interested Parties and their Representatives shall return all Information in any form whatsoever (including but not limited to any electronic files, reports, memoranda or other materials prepared by the Interested Party or at its direction), including all authorized copies thereof, to the Disclosing Party.

 

  1. The Interested Parties shall not ever make use of the Information, either directly or indirectly, other than to review and evaluate the current Opportunity. The Interested Parties shall not use the Information to pursue the Opportunity, in any manner, whether directly or indirectly, other than through the Disclosing Party.

 

  1. In the event that the Interested Parties or anyone to whom they supply the Information receives a request to disclose all or any part of the Information under the terms of a subpoena or order issued by a court or governmental body, the Interested Parties agree: (i) to notify the Disclosing Party immediately of the existence, terms and circumstances surrounding such request, (ii) to consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request, and (iii) if disclosure of such Information is required to prevent the Interested Parties from being held in contempt or other penalty, to furnish only such portion of the Information as, in the written opinion of counsel satisfactory to the Disclosing Party, they are legally compelled to disclose and to exercise their best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Information.

 

  1. Neither the Disclosing Party nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. The Interested Parties agree that neither the Disclosing Party nor its Representatives shall have any liability to them or any of their Representatives resulting from the provision or use of the Information.

 

  1. The Interested Parties acknowledge and agree that, in the event of any breach of this Agreement, the Disclosing Party would be irreparably and immediately harmed and could not be made whole by monetary damages alone. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled at law or in equity, the Disclosing Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement, and that neither the Interested Parties nor their Representatives will oppose the granting of such relief.  The Interested Parties also agree to reimburse the Disclosing Party for all costs and expenses, including attorney fees, incurred by the Disclosing Parties in attempting to enforce the obligations of the Interested Parties or their Representatives hereunder.

 

  1. No failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof.

 

  1. The Interested Parties agree that, unless and until a definitive agreement between the Disclosing Party and the Interested Parties with respect to the Opportunity has been executed and delivered, neither the Disclosing Party nor the Interested Parties will be under any legal obligation of any kind whatsoever with respect to the Opportunity by virtue of this or any other written or oral expression by it or any of its Representatives except, in the case of this Agreement, for the matters agreed to herein. This Agreement may be modified or waived only by a separate writing by the Disclosing Party and by the Interested Parties expressly so modifying or waiving such Agreement.

 

  1. In the event the Interested Party is represented by a real estate broker or finder, such broker or finder shall look solely to the Interested Party for any and all compensation. Interested Party hereby indemnifies and holds harmless Seller and Listing Broker from and against any party claiming compensation due under Interested Party for brokerage services.

 

  1. This Agreement shall be governed by and construed in accordance with the laws of Colorado applicable to contracts between residents of Colorado that are to be wholly performed within the state. The Interested Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a court of competent jurisdiction sitting in the County of Denver, State of Colorado. The Interested Parties hereby irrevocably and unconditionally consent to the jurisdiction of any such court and hereby irrevocably and unconditionally waive any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto.  The Interested Parties hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of or related to this Agreement, the Information or the Opportunity.  This Agreement may be signed in counterparts, all of which when taken together shall constitute a full and complete contract between the parties.  Signed copies of the Agreement which are faxed, scanned and emailed, or which are otherwise transmitted electronically, shall be considered binding as originals.

 

DISCLOSING PARTY:

ULX Commercial

 

INTERESTED PARTIES:

Name:  

Phone:                                                 

Email:  

Date:

Leave this empty:

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Signature Certificate
Document name: CONFIDENTIALITY & NON-CIRCUMVENTION AGREEMENT
lock iconUnique Document ID: 9ac6dd32fbf4fea502efda01824d6a427a91aa1f
Timestamp Audit
June 23, 2021 2:12 am MDTCONFIDENTIALITY & NON-CIRCUMVENTION AGREEMENT Uploaded by Michelle Ludt - [email protected] IP 105.112.43.102, 127.0.0.1, 198.71.243.25, 0.0.0.0
June 23, 2021 2:36 am MDTHeidi Finn - [email protected] added by Michelle Ludt - [email protected] as a CC'd Recipient Ip: 105.112.43.102, 127.0.0.1, 198.71.243.25, 0.0.0.0
June 23, 2021 2:36 am MDTDiona U - [email protected] added by Michelle Ludt - [email protected] as a CC'd Recipient Ip: 105.112.43.102, 127.0.0.1, 198.71.243.25, 0.0.0.0
June 23, 2021 2:36 am MDTLaurie U - [email protected] added by Michelle Ludt - [email protected] as a CC'd Recipient Ip: 105.112.43.102, 127.0.0.1, 198.71.243.25, 0.0.0.0
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