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PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “I ACCEPT” BUTTON BELOW.
THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is made by the party who has electronically signed and delivered this Agreement (“Recipient”) for the benefit of JHL Auctioneers, LLC, a Maryland limited liability company (the “Auctioneer”) and the client of the Auctioneer, whose information is disclosed to Recipient (the “Client”).
1. Confidential Information Defined. The term “Confidential Information” means all information, except to the extent expressly excluded hereunder, relating to Auctioneer, the Client and the real property and/or tangible or intangible personal property (collectively the “Property”) offered for sale on Auctioneer’s website, including, but not limited to, financial data, leases, rent rolls, records, reports, drawings or other documents, including all copies, extracts, and summaries thereof, containing any information provided by Auctioneer to Recipient. “Confidential Information” does not include information that: (a) was in Recipient’s possession before receipt from Auctioneer; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) was rightfully disclosed to Recipient by a third party without restriction on disclosure; or (d) is developed by Recipient without use of the Confidential Information and such independent development can be shown by documentary evidence.
2. Permissible Uses. Recipient agrees (a) to only use Confidential Information for the purpose of evaluating whether to purchase Property from Auctioneer; (b) to hold Confidential Information in the strictest of confidence; (c) to limit access to such Confidential Information to only those of its employees or agents who reasonably require it for permitted purposes and who agree to be bound by the terms of this Confidentiality Agreement; and (d) not to divulge such Confidential Information to third parties without the prior, express written consent of Auctioneer.
3. Legal Process. In the event that Recipient receives a request for Confidential Information from any governmental agency and/or in connection with any legal proceeding, Recipient shall notify Auctioneer of the request within seven (7) days, and shall cooperate with Auctioneer to limit disclosure to the greatest extent practicable, and to obtain confidential treatment and/or a protective order.
4. Disclaimer. Recipient understands and agrees that all Confidential Information received is provided without any representation or warranty as to its accuracy, and Recipient further agrees that neither Auctioneer nor Client shall be liable for Recipient’s use of Confidential Information.
5. Return or Destruction of Confidential Information. Upon the earlier of (a) termination of this Agreement, (b) completion of the auction or private sale of the Property where Recipient is not the purchaser, or (c) at any earlier time by request of Auctioneer, Receiving Party shall within seven (7) days either (a) return all Confidential Information to Auctioneer, including all copies, extracts, or derivations thereof, or (b) destroy all Confidential Information and confirm in writing to Auctioneer its destruction.
6. Term; Confidentiality Period. This Agreement shall terminate three (3) years after the “Effective Date,” which shall be the date upon which Recipient has selected “I ACCEPT” button below, unless earlier terminated by thirty (30) days’ written notice from Auctioneer. Termination of this Agreement shall not relieve Recipient of any obligation with respect to Confidential Information previously disclosed.
7. Injunctive Relief. Recipient acknowledges that any breach of this Confidentiality Agreement may cause irreparable harm for which monetary damages are an insufficient remedy, and therefore, in addition to whatever remedies it might have at law, upon any breach of this Agreement, Auctioneer and/or Client shall be entitled to equitable relief without the posting of a bond.
8. General. This Agreement does not obligate either party to enter into or complete any transaction. In the event that any provision of this Agreement is held illegal or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to conflicts of laws provisions. The parties agree that jurisdiction and venue for any action arising out of or relating to the subject matter shall be the state and federal courts located in Maryland, and the parties hereby submit to the personal jurisdiction of such courts. In the event Auctioneer and/or Client prevail in any action to enforce this Agreement, they shall be entitled to recover the costs of the action, including, but not limited to, attorneys’ fees. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of each party, and no failure or delay in enforcing any right will be deemed a waiver.
9. Electronic Signature Agreement. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, RECIPIENT HEREBY AFFIRMS THAT IT HAS READ AND UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT.
