NONDISCLOSURE AGREEMENT
THIS NONDISCLOSURE AGREEMENT (this “Agreement”), made as of this 4th day of December, 2024 (the “Effective Date”) [COMPANY], a [COMPANY TYPE], and its affiliates, (“Recipient”), with an address of [ADDRESS], for the benefit of Skyview Advisors LLC (“Discloser”), with an address of 100 N Ashley Dr, Suite 600 | Tampa, FL 33602 (collectively, Recipient and Discloser are the “Parties”).
RECITALS:
WHEREAS, Recipient been advised that Discloser is acting as the exclusive agent to the owner of the property known as Leader in Commercial Real Estate Sales and located at (the “Property”);
WHEREAS, Discloser is willing to provide to Recipient the certain information pursuant to the terms set forth herein in order to facilitate a potential transaction between Recipient and the owner to the Property in connection with the Property (the “Transaction”);
WHEREAS, subject to full execution of this Agreement by all Parties, the Discloser intends to provide Recipient with certain proprietary and confidential information as determined by Discloser relating to the Transaction. All of the information listed above, and any other reports, materials or information obtained by Recipient and its affiliates and/or their respective employees, attorneys or accountants (collectively, “Representatives”), without regard to whether a court of law would deem such materials confidential or privileged, are collectively referred to as the “Confidential Information.”
NOW, THEREFORE, in consideration of the undertakings, and subject to the terms and conditions set forth in this Agreement, as a condition to the disclosure by Discloser to Recipient of any Confidential Information, the Parties agree as follows:
1. Confidentiality and Nondisclosure
(a) Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may disclose the Confidential Information to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other than in connection with the evaluation of the Transaction.
(b) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including without limitation, the status thereof.
(c) Confidential Information shall not include information which has come within the public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation with respect to such information; provided that, with respect to any of the foregoing exceptions, Recipient will, within ten (10) business days of any request therefor by Discloser, provide Discloser with satisfactory written evidence that such Confidential Information is or was within the public domain, or obtained from a third party having lawful possession thereof, as the case may be, at the time such disclosure was made to Recipient.
(d) Recipient and its Representatives will not discuss any details of the Confidential Information with any third-party except as otherwise provided herein.
(e) Recipient agrees that neither the Discloser nor its agents shall have any liability to Recipient resulting from the use of the Confidential Informat
