National Credit Medical Office Investment
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made as
of the date below by Recipient, named below, in favor of Patrick Walsh
and all other persons, firms, corporations or entities so affiliated
(referred to individually and collectively as the “Owner”).
WHEREAS, Owner owns 2300 Market Street, Charlestown, IN (hereinafter referred to as the “Property”); and
WHEREAS, Recipient is a party that has now expressed an initial interest in possibly acquiring the Property from Owner; and
WHEREAS,
in order to evaluate the possible viability of an acquisition of the
Property, Recipient has requested access to certain confidential and
proprietary information the unauthorized release of which could be
adverse to Owner’s business interests;
WHEREAS, Owner is willing
to provide such information if it has adequate assurances that the
information will be kept confidential;
NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Recipient agrees as follows:
1. Recipient
acknowledges that all documents, leases, analyses, records, statements,
etc. (the “Confidential Information”) provided by Owner are confidential
and proprietary to Owner. Recipient shall keep all such information
confidential and shall not, except as may be required by law, regulation
or legal process binding upon Recipient, disclose, summarize or
otherwise provide any or all of the Confidential Information in any
manner without the prior written authorization of Owner, except as
otherwise set forth in this Agreement.
2. Recipient may use
any or all of the Confidential Information only for the purpose of its
analysis of the Property. If Recipient is an Interested Party, it may
summarize any or all of the Confidential Information only in that
connection. Recipient shall not use any of the Confidential Information
for any other purpose.
3. On a “need-to-know” basis only and
solely for the purposes of assisting Recipient in evaluating the
viability of an acquisition of the Property, Recipient may disclose,
summarize or otherwise provide any portion of the Confidential
Information to Recipient's partners and employees, potential investors,
potential clients, its accountants, potential lenders, lawyers, agents
and other advisors. Recipient shall give a copy of this Agreement to
all persons to whom it gives access to the Confidential Information and
shall inform all such persons that the Confidential Information is
confidential and proprietary to Owner, and that the Confidential
Information must be maintained as confidential, and that none of the
Confidential Information may be disclosed without prior written
authorization by Owner. Recipient shall also provide to Owner the names
of the potential investors, purchasers, clients, etc. that Recipient
discloses said information to.
4. If Recipient does not
facilitate an acquisition of the Property, Recipient shall promptly
return to Owner all Confidential Information it received.
5.
Anything herein contained to the contrary notwithstanding, Recipient's
obligations under this Agreement do not apply to data and information,
whether considered Confidential Information or not, which:
a) is
presently in the possession of Recipient and was rightfully known by
Recipient prior to the disclosure thereof to Recipient by Owner;
b) is
or comes into the public domain and generally available to the public,
whether through the action of a court or other governmental agency
having jurisdiction or otherwise, but not through any act or omission by
Recipient or its agents; or
c) is legally received by Recipient from a third party without any confidentiality obligations.
6.
If any party believes that the unauthorized disclosure of any or all
of the Confidential Information is likely to occur, Recipient shall take
all reasonable measures, and shall support any reasonable measures by
Owner to prevent such disclosure. If an unauthorized disclosure of any
or all of the Confidential Information has occurred, Recipient shall not
interfere with any effort by Owner to pursue legal and equitable
remedies available in result of the unauthorized disclosure.
7.
This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky, without regard to principles
of choice of law or conflicts of law. This Agreement shall be binding
upon Recipient's successors and assigns, and shall inure to the benefit
of Owner successors and assigns.
9. This
Agreement shall terminate as of the date that is one (1) year from the
date Recipient returns the Confidential Information to Owner as required
in Section 4 of this Agreement.