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Terms and Conditions for Brokers

This CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to between Investment Real Estate Associates (“IREA”), acting as exclusive agent on behalf of the Property Owner ("Owner") in connection with the possible sale of the Property and Selling Agent (“Broker”), working on behalf of an interested Purchaser (“Principal”). Broker represents that they are working with a Principal who is interested in a possible investment in the Property and has the experience and financial capabilities to purchase this property. Therefore, you have requested that IREA furnish Principal and Broker information concerning the Property. This information may include, without limitation, the offering memorandum prepared by IREA, various papers, documents, legal instruments, studies, brochures, computer output, and other materials, and any discussions or Property visitations which are conducted with or by Principal and Broker concerning the Property (all of the aforementioned information collectively referred to as "Evaluation Material"). In this connection, we are prepared to consider the furnishing of the Evaluation Material to Principal and Broker only on the condition that Principal and Broker agree to treat the Evaluation Material confidentially as hereinafter provided. Therefore, as a prerequisite to IREA furnishing this Evaluation Material to Principal and Broker, you hereby agree as follows:
  1. All Evaluation Material furnished to Principal and Broker by IREA or Owner will not be used or duplicated by Principal or Broker in any way detrimental to IREA or Owner, or for any purpose other than evaluating a possible investment in the Property by Principal. Therefore, Principal and Broker agree to keep all Evaluation Material (other than information which is a matter of public record or is provided in other sources readily available to the public other than as a result of disclosure by Principal or Broker) strictly confidential; provided, however, that the Evaluation Material may be disclosed to directors, officers, and employees of Principal as well as Broker, and to outside counsel and Principals' accounting firm (all of whom are collectively referred to as "Related Parties") who, in Principal's judgment, need to know such information for the purpose of evaluating a possible investment in the Property. These Related Parties shall be informed by Principal of the confidential nature of such information and shall be directed by Principal to keep all such information in the strictest confidence and to use such information only for the purpose of evaluating a possible investment by Principal. Principal shall keep a record as to the exact location of all Evaluation Materials and all copies thereof. Principal and Broker will promptly, upon the request of IREA or Owner, deliver to IREA all Evaluation Material furnished to them by IREA or Owner, whether furnished before or after the date of this letter, without retaining copies thereof.
  2. Principal and Broker agree not to make any of the Evaluation Material available or disclose any of the contents of the Evaluation Material, or the fact that discussions or negotiations are taking place concerning a possible investment proposal in the Property by Principal, or any of the terms, covenants, conditions, or other facts with respect to any such investment proposal, including the status thereof, to any person other than as permitted by the preceding paragraph unless: (i) such person has been identified to IREA and Owner; (ii) IREA and Owner have approved in writing the disclosure of the Evaluation Material to such person; and (iii) such person has entered into a confidentiality agreement with IREA and Owner, the provisions of which agreement shall be substantially the same as the provisions of this Agreement. The term "person" as used in this Agreement shall be interpreted broadly to include, without limitation, any corporation, partnership, association, and individual. Principal and Broker will direct Related Parties to whom Evaluation Material is made available not to make similar disclosures and any such disclosure shall be deemed made by, and be the responsibility of Principal. 3. Although we have endeavored to include in the Evaluation Material information known to us that we believe to be relevant for the purpose of your investigation, Principal understands and acknowledges that neither IREA nor Owner makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. The financial information and projections contained in the Evaluation Material represent estimates based on assumptions considered reasonable under the circumstances although IREA has not independently verified them. IREA and Owner make no representations or warranties, expressed or implied, that actual results will conform to such projections. Owner and IREA expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in this Evaluation Material, or omissions from this Evaluation Material, or in any other written or oral communications transmitted or made available to Principal and Broker. Principal and Broker agree that neither IREA nor Owner nor any affiliate of IREA or Owner shall have any liability to Principal and Broker or any of its representatives or Related Parties resulting from its use of or reliance upon the Evaluation Material.
  3. Owner and IREA expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to invest in the Property from Principal, Broker or any other person or entity, and/or to terminate discussions with Principal, Broker or any other person or entity at any time with or without notice. Owner shall have no legal commitment or obligation to Principal, Broker, or any other person or entity reviewing the Evaluation Material or making an offer to invest in the Property unless and until such investment in the Property is approved on whatever terms deemed desirable by Owner by the necessary officers and/or Financial Committee of the Board of Directors of Owner, a written agreement for the investment in the Property has been fully executed, delivered and approved by Owner and its legal counsel, any conditions to Owner's obligations hereunder have been satisfied or waived, and any conditions to Principal's obligations thereunder have been fully satisfied in the opinion of Owner.
  4. Principal has been advised that IREA is acting on behalf of Owner as exclusive broker in connection with the investment in the Property. Owner shall pay all brokerage commissions, finder's fees and other compensation to which any broker, finder or other person may be entitled in connection with the investment in the Property, (including but not limited to Broker) if such claim or claims for commissions, fees or other compensation are based in whole or in part on dealings with Principal or any of its representatives. Principal agrees to indemnify, defend, protect and hold harmless IREA, Owner, their respective affiliates, successors and assigns, employees, officers, directors, agents and representatives against and from any loss, liability or expense, claim or damage, including reasonable attorneys' fees, arising out of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other compensation for bringing about any investment in the Property to Principal if such claim or claims are based in whole or in part on dealings with Principal or any of its representatives.
  5. No failure or delay by IREA or Owner in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or failure to exercise preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
If you are in agreement with the foregoing, Broker must execute this Agreement by clicking the Accept button & Register button below. Close

Terms and Conditions for Principals

**If you are a Broker, you may register as an Investor, however, you are hereby waiving your rights to any co-broker fees.

This CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to between Investment Real Estate Associates (“IREA”), acting as exclusive agent on behalf of the Property Owner ("Owner") in connection with the possible sale of the Property to Potential Purchaser (“Principal"). As Principal, you represent that you have an interest in a possible investment in the Property and have the experience and financial capabilities to purchase this property. Therefore, you have requested that IREA furnish Principal information concerning the Property. This information may include, without limitation, the offering memorandum prepared by IREA, various papers, documents, legal instruments, studies, brochures, computer output, and other materials, and any discussions or Property visitations which are conducted with or by Principal and IREA concerning the Property (all of the aforementioned information collectively referred to as "Evaluation Material"). In this connection, we are prepared to consider the furnishing of the Evaluation Material to Principal only on the condition that Principal agrees to treat the Evaluation Material confidentially as hereinafter provided. Therefore, as a prerequisite to IREA furnishing this Evaluation Material to Principal, you hereby agree as follows:
    1. All Evaluation Material furnished to Principal by IREA or Owner will not be used or duplicated by Principal in any way detrimental to IREA or Owner, or for any purpose other than evaluating a possible investment in the Property by Principal. Therefore, Principal agrees to keep all Evaluation Material (other than information which is a matter of public record or is provided in other sources readily available to the public other than as a result of disclosure by Principal) strictly confidential; provided, however, that the Evaluation Material may be disclosed to directors, officers, and employees of Principal, and to outside counsel and Principals' accounting firm (all of whom are collectively referred to as "Related Parties") who, in Principal's judgment, need to know such information for the purpose of evaluating a possible investment in the Property. These Related Parties shall be informed by Principal of the confidential nature of such information and shall be directed by Principal to keep all such information in the strictest confidence and to use such information only for the purpose of evaluating a possible investment by Principal. Principal shall keep a record as to the exact location of all Evaluation Materials and all copies thereof. Principal will promptly, upon the request of IREA or Owner, deliver to IREA all Evaluation Material furnished to them by IREA or Owner, whether furnished before or after the date of this letter, without retaining copies thereof.
    2. Principal agrees not to make any of the Evaluation Material available or disclose any of the contents of the Evaluation Material, or the fact that discussions or negotiations are taking place concerning a possible investment proposal in the Property by Principal, or any of the terms, covenants, conditions, or other facts with respect to any such investment proposal, including the status thereof, to any person other than as permitted by the preceding paragraph unless: (i) such person has been identified to IREA and Owner; (ii) IREA and Owner have approved in writing the disclosure of the Evaluation Material to such person; and (iii) such person has entered into a confidentiality agreement with IREA and Owner, the provisions of which agreement shall be substantially the same as the provisions of this Agreement. The term "person" as used in this Agreement shall be interpreted broadly to include, without limitation, any corporation, partnership, association, and individual. Principal will direct Related Parties to whom Evaluation Material is made available not to make similar disclosures and any such disclosure shall be deemed made by, and be the responsibility of Principal.
    3. Although we have endeavored to include in the Evaluation Material information known to us that we believe to be relevant for the purpose of your investigation, Principal understands and acknowledges that neither IREA nor Owner makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. The financial information and projections contained in the Evaluation Material represent estimates based on assumptions considered reasonable under the circumstances although IREA has not independently verified them. IREA and Owner make no representations or warranties, expressed or implied, that actual results will conform to such projections. Owner and IREA expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in this Evaluation Material, or omissions from this Evaluation Material, or in any other written or oral communications transmitted or made available to Principal. Principal agrees that neither IREA nor Owner nor any affiliate of IREA or Owner shall have any liability to Principal or any of its representatives or Related Parties resulting from its use of or reliance upon the Evaluation Material.
    4. Owner and IREA expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to invest in the Property from Principal or any other person or entity, and/or to terminate discussions with Principal or any other person or entity at any time with or without notice. Owner shall have no legal commitment or obligation to Principal, or any other person or entity reviewing the Evaluation Material or making an offer to invest in the Property unless and until such investment in the Property is approved on whatever terms deemed desirable by Owner by the necessary officers and/or Financial Committee of the Board of Directors of Owner, a written agreement for the investment in the Property has been fully executed, delivered and approved by Owner and its legal counsel, any conditions to Owner's obligations hereunder have been satisfied or waived, and any conditions to Principal's obligations thereunder have been fully satisfied in the opinion of Owner.
    5. Principal has been advised that IREA is acting on behalf of Owner as exclusive broker in connection with the investment in the Property. Owner shall pay all brokerage commissions, finder's fees and other compensation to IREA. Principal agrees to indemnify, defend, protect and hold harmless IREA, Owner, their respective affiliates, successors and assigns, employees, officers, directors, agents and representatives against and from any loss, liability or expense, claim or damage, including reasonable attorneys' fees, arising out of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other compensation for bringing about any investment in the Property to Principal if such claim or claims are based in whole or in part on dealings with Principal or any of its representatives.
    6. No failure or delay by IREA or Owner in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or failure to exercise preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
If you are in agreement with the foregoing, Principal must execute this Agreement by clicking the Accept button & Register button below. Close

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