Registration Form & Confidentiality Agreement (1208 S. University Ave.)

  • THIS REGISTRATION FORM AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made to and for the benefit of Ann Arbor Galleria Associates LLC (the “Disclosing Party”). We are providing certain materials to you in order to evaluate a potential purchase of the real estate located at 1208 South University Ave., Ann Arbor, MI 48104 (“Property”). We are providing the information to you with the understanding that you will hold these materials in strictest confidence and not release the same to any third party without our prior written consent.
    1. Evaluation Material. The undersigned, its representatives, affiliates, related entities, and on behalf of any entity, existing or to be formed, or affiliated therewith (collectively “Receiving Party”) has requested the offering package (the “Evaluation Material”) from the Disclosing Party. As a condition to the Evaluation Material being furnished to the Receiving Party, its partners, attorneys, accountants, bankers, and financial advisors (collectively, “Representatives”), the Receiving Party agrees on behalf of itself and its Representatives, to receive and treat the Evaluation Material in accordance with the provisions of this Agreement.
    2. Non-Disclosure of Evaluation Material. The Receiving Party and its Representatives shall use the Evaluation Material solely for the purpose of evaluating the Property for purposes of acquiring an interest in the Property. The Receiving Party shall keep the Evaluation Material confidential and shall not reproduce or disclose any of the Evaluation Material in any manner whatsoever; provided, however, that the Receiving Party may make disclosure of information contained in the Evaluation Material to its Representatives who need to know that information for the purpose of, but only to the extent necessary for, evaluating the Evaluation Material and who agree in writing to keep that information confidential in accordance with the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party recognizes and acknowledges the confidential nature of the Evaluation Material and the damage that could result to the Disclosing Party if the Evaluation Material is disclosed to a third party, or such of the Receiving Party’s employees or other professionals who have no need to know the Evaluation Material. Without the prior written consent of the Disclosing Party, or unless required by law, neither the Receiving Party nor its Representatives shall disclose to any other person or entity that it has received the Evaluation Material.
    3. Return of Evaluation Material. Promptly upon the request of the Disclosing Party, the Receiving Party will return all copies of the Evaluation Material to the Disclosing Party.
    4. Remedies. The Disclosing Party, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. The Receiving Party shall reimburse the Disclosing Party for all costs and expenses, including reasonable attorneys’ fees, incurred by the Disclosing Party from enforcing the obligations of the Receiving Party and its Representatives in connection with any breach or threatened breach hereunder.
    5. Miscellaneous. As of the date this Agreement is signed, this Agreement represents the entire understanding and agreement of the Disclosing Party and Receiving Party and may not be modified or waived except in writing by the parties. No failure or delay by the Disclosing Party in exercising any right 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 or privilege hereunder. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan. This Agreement shall expire on the earlier of (i) the Receiving Party’s acquisition of a share of the Property or (ii) ten years from the date hereof. The captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement. This Agreement may be signed electronically.
  • MM slash DD slash YYYY
  • I agree to the terms of this registration form and confidentiality agreement and acknowledge that in pressing “submit,” I intend to be legally bound by this electronic agreement.