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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

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Confidentiality and Non-Disclosure Agreement

("Recipient") and Suburban Real Estate Services, Inc. with offices at 1717 N. Naper Blvd, Suite 305, Naperville, IL 60563 ("Discloser").


 

WHEREAS the Discloser possesses certain ideas and information relating to any and all Off Market Opportunities (the “Property”) that is confidential and proprietary, whether in oral, written, electronic or other form, and all reports, notes, analyses, or other documents which contain or otherwise reflect any such information, to Discloser (hereinafter "Confidential Information").
 

WHEREAS the Recipient shall receive Confidential Information pursuant to the terms of this Agreement for the purpose of analyzing, evaluating, and potentially purchasing the Properties.
 

NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the parties agree as follows:
 

1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information.
 

2. Confidentiality.
 

No Use. Recipient agrees not to use the Confidential Information in any way, except for the purpose set forth above.
   

No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than Recipient's employees, officers, directors, or financial agents ("Representatives"), who have need of disclosure in connection with the Recipient's authorized use of Confidential Information. All such Representatives shall be informed by the Recipient of the confidential nature of the information and shall be bound by the terms herein.
   

Protection of Secrecy. Recipient shall take all steps reasonably necessary to protect the secrecy of the Confidential Information and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

Property Viewing. Recipient agrees that all Property viewing and all inquiries regarding the Property shall be done through Discloser. 

Contact. Recipient shall not contact any occupant, vendor, independent contractor, or employee of the Property.
 

3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary, and the Recipient shall have no obligation with respect to such information where the Information:

  • Was known to Recipient prior to receiving any of the Confidential Information from Discloser;
     

  • Has become publicly known through no wrongful act of Recipient;
     

  • Was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
     

  • Was independently developed by Recipient without use of the Confidential Information;   

 

  • Was ordered to be publicly released by the requirement of a government agency.

4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall remain the property of Discloser and nothing contained herein shall be construed as granting or implying any transfer of rights or other intellectual property protecting or relating to the Confidential Information.

5. Destruction of Confidential Information. The Recipient shall destroy all Confidential Information provided by Discloser if recipient does not purchase the Property.
 

5. Term and Termination. The obligations of this Agreement shall continue until the Confidential Information is no longer confidential.
 

6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.

This Agreement is entered by and between

with offices at

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