Confidentiality Agreement
Re: Possible Purchase or Lease of 2120 S Main St, Los Angeles, CA 90007 (the "Property") by the undersigned ("Potential Party").
The owner of the Property ("Seller") is considering a possible sale and/or lease of the Property, with Williams Capital Advisors acting as an authorized representative ("Broker"). Broker has available for review certain information concerning the Property which includes brochures, documents, financial information, the Offering Memorandum, and other materials (collectively "Informational Materials"). Neither Seller nor Broker will make such Informational Materials available to Potential Party, which is contemplating a purchase or lease of the Property, unless and until Potential Party has executed this agreement agreeing to certain confidentiality requirements (this "Agreement") and thereby agrees to be bound by its terms. Seller and Broker are prepared to provide the Informational Materials for Potential Party's consideration in connection with a possible purchase or lease of the Property, subject to the conditions set forth below.
1. All Informational Materials relating to the Property which Seller or Broker may furnish to Potential Party shall continue to be the Seller's property. Potential Party will use the Informational Materials solely for the purpose of evaluating a possible acquisition or lease of the Property and not for any other purpose, and the Informational Materials may not be copied or duplicated without Seller's consent and must be returned to Seller and copies destroyed (including deletion from digital platforms) within three (3) business days after Seller's request, or when Potential Party declines to make an offer for the Property or terminates discussions or negotiations with respect to the Property. Potential Party shall confirm such destruction or deletion in writing promptly upon request from Broker or Seller.
2. Potential Party will not make any Informational Materials available, nor disclose any of the contents thereof, to any person unless such person has been identified to Seller in writing and Seller has approved furnishing the Informational Materials or such disclosure to such person, and such person has entered into an agreement with Seller containing substantially the same provisions as in this Agreement; provided, however, that the Informational Materials and this Agreement may be disclosed to Potential Party's current partners, agents, employees, accountants, legal counsel and institutional lenders ("Related Parties") who need to know such information for the purpose of evaluating the potential purchase or lease of the Property by Potential Party. Such Related Parties shall be informed by Potential Party of the confidential nature of the Informational Materials and shall be directed in writing by Potential Party to keep all Informational Materials strictly confidential in accordance with this Agreement. Potential Party shall be responsible for any violation of this provision by any Related Party.
3. Although Seller and Broker have endeavored to include in the Informational Materials information they believe to be relevant to a potential party's investigation of the Property, Potential Party understands and acknowledges that neither Seller nor Broker makes any representation or warranty as to the accuracy or completeness of the Informational Materials, and understands that the Informational Materials are provided as a convenience to Potential Party and are relied upon by Potential Party at its own risk. Potential Party understands that Seller and Broker strongly encourage Potential Party to perform its own inspections of the Property and to confirm the information contained in the Informational Materials. Potential Party further understands and acknowledges that the information used in preparing the Informational Materials was furnished to Seller and Broker by others, has not been independently verified by Seller or Broker, and is not guaranteed as to completeness or accuracy. Potential Party agrees that neither Seller nor Broker shall have any liability for any reason to Potential Party, its representatives or Related Parties resulting from the use of the Informational Materials by any person in connection with the sale, lease, or other investment by Potential Party in, the Property, whether or not consummated and for any reason.
Potential Party acknowledges that the Property's offer for sale and/or lease is subject to withdrawal from the market, or rejection of any offer, for any reason or no reason whatsoever, without notice. Accordingly, to the extent Potential Party incurs any costs associated with reviewing the Informational Materials or gathering other information or documents concerning the Property, neither Seller nor Broker will be responsible for any of these costs.
Potential Party's obligation not to disclose and to keep confidential all Informational Materials does not include information: (a) that is obtained by Potential Party or its Related Parties from a third person and which, insofar as is known to Potential Party or its Related Parties, is not subject to any legal, contractual or fiduciary prohibition or obligation against disclosure; (b) which was or is independently developed by Potential Party or its Related Parties without utilizing the Informational Materials or violating its confidentiality obligations hereunder; or (c) which was or becomes generally available to the public through no fault, action or inaction of Potential Party or its Related Parties.
Potential Party hereby represents and warrants to Seller and Broker that Potential Party has not dealt with any other broker, finder or agent in connection with any possible sale, lease, or other transaction concerning the Property other than Broker, and that no broker represents or will represent Potential Party in connection with any possible sale, lease, or other transaction concerning the Property other than Broker. Potential Party agrees to indemnify and hold harmless Seller and Broker and their affiliates, successors and assigns from and against any and all claims, demands, losses, liabilities, suits, costs or expenses due to or arising from any claims of any broker, finder or similar agent for commissions, fees or other compensation in connection with any possible sale, lease, or other transaction concerning the Property based on alleged dealings with Potential Party.
The terms, provisions and obligations contained in this Agreement shall survive the termination of Potential Party's analysis of the Informational Materials.
This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its conflicts of law provisions.
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writing signed by the parties after the date of this Agreement. The parties have not made any other agreement or representation with respect to such matters.
Potential Party acknowledges that damages may be inadequate compensation for a breach of this Agreement and that Seller shall be entitled to seek equitable relief and may restrain, by an injunction or similar remedy, any breach or threatened breach of this Agreement. Potential Party hereby waives any requirement for the posting of a bond or other security in connection with the granting to Seller of such injunctive relief. Potential Party agrees to indemnify and hold Seller and its representatives harmless from any losses, damages, claims, lawsuits or regulatory proceedings, and from any costs and expenses, including reasonable attorneys' fees, incurred in connection therewith, arising from a breach of this Agreement by Potential Party or its representatives. No failure or delay by Seller in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Potential Party indicates its agreement with the foregoing terms by typing its full legal name below as an electronic signature and submitting this Agreement. Potential Party intends that typed name to be its signature under the federal ESIGN Act and the California Uniform Electronic Transactions Act. Upon submission, an executed record of this Agreement — including the date, time and originating IP address — will be delivered by email to Broker and to Potential Party.
Agreement version WCA-CA-2026.3 · scroll within the box to review all terms.