Confidentiality and Non-Circumvention Agreement
This Agreement (“Agreement”) is entered into by and between Bluewater Commercial, Butler Commercial LLC, and Curran Capital LLC dba Curran Commercial Real Estate Marketing (collectively, “Broker”), who represent the owner of the property known as Starwood at North Beach (the “Property”), and:
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(the “Prospective Purchaser”).
The Prospective Purchaser has requested information from Broker solely for the purpose of evaluating a potential acquisition of the Property. The Owner has authorized Broker to provide such information—much of which is proprietary and confidential—only to parties who execute this Agreement.
1. Confidentiality
The Prospective Purchaser agrees not to disclose, disseminate, or transfer any information provided (“Information”) to any third party. All Information shall be used solely for evaluating the potential acquisition of the Property and not for any other purpose.
If the Prospective Purchaser is a corporation, partnership, LLC, or other legal entity, the individual signing agrees to restrict access to the Information to internal individuals who have a legitimate need to know and who agree to be bound by this Agreement.
This Agreement applies to all non-public Information received from Broker, whether now or in the future. The Prospective Purchaser acknowledges the proprietary nature of the Information and the potential for substantial and irreparable harm if disclosed without authorization.
2. Broker Representation & Non-Circumvention
The Prospective Purchaser affirms it is acting as a principal and not as an agent or representative for another party (except licensed advisors representing institutional clients). The Prospective Purchaser is not working with any other broker in connection with the Property other than those listed herein.
The Prospective Purchaser agrees to work exclusively with Ryan Curran (Curran Capital) and Randy Butler (Bluewater Commercial) and shall not contact or negotiate directly with the Owner, its affiliates, or other related parties without the express written consent of Broker.
The Prospective Purchaser shall not circumvent, avoid, or bypass Broker’s role or introduce third parties to the Owner or related parties in a manner that excludes Broker’s participation. This clause remains in effect for two (2) years from the date of this Agreement.
3. Indemnification
The Prospective Purchaser shall indemnify and hold harmless Broker and Owner from any claims for commissions or fees by any third-party brokers or agents not listed in this Agreement.
4. No Warranty
Broker and Owner make no representations or warranties, express or implied, regarding the accuracy or completeness of the Information provided. The Prospective Purchaser agrees to perform its own due diligence and waives any claims against Broker and Owner relating to the use of the Information.
5. Remedies
Any breach of this Agreement may result in irreparable harm, entitling Broker and/or Owner to seek injunctive relief, damages, and recovery of lost commissions or fees.
6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.
7. Electronic Execution
The parties agree that this Agreement may be executed electronically (including by checkbox, typed name, or digital form submission), and such execution shall have the same force and effect as a handwritten signature. This Agreement may also be executed in counterparts and delivered electronically.
