Confidentiality Agreement for Motel 6 of Menomonie, 2100 Stout Street, Menomonie WI
We have advised you (the “Potential Investor”) that Leines Hotel Advisors, Inc. (the “Agent”) has been retained on an exclusive basis by the owner (the “Owner”) to assist in the sale of this property (the “Property”). The Potential Investor acknowledges and agrees all inquiries concerning the Property and all communications with respect to the sale of such Property shall be directed solely to the Agent. The Potential Investor also hereby agrees that it, and no one on its behalf, shall contact by telephone, visit, or send mail to the Property, or make any announcement regarding the Property, without the prior express written permission of the Owner or the Agent.
The Agent has available for review certain information concerning the Property (the “Informational Materials”). Please be advised that the Agent will not make the Informational Materials available to the Potential Investor and will not communicate with the Potential Investor regarding a contemplated sale of the Property unless and until the Potential Investor has accepted and agrees to be bound by the terms of this agreement. On behalf of the Owner, the Agent will provide the Informational Materials for the Potential Investor’s consideration in connection with the possible investment in the Property by the Potential Investor subject to the conditions set forth below:
- The Potential Investor acknowledges and agrees that the Information Materials and their content are not generally known to the public, have independent economic value, and that their economic value also derives from the limited nature of their disclosure. The Potential Investor further acknowledges and agrees that the Owner and Agent have taken reasonable efforts to maintain the secrecy of the Informational Materials.
- All Informational Materials, including all copies of such materials and their content, that may be furnished to the Potential Investor by the Agent shall continue to be the property of the Owner and the Agent. The Informational Materials shall be used by the Potential Investor solely for the purpose of evaluating the possible investment in the Property and may not be copied, duplicated, or e-mailed without the Agent’s prior express written consent. The Informational Materials must be returned to the Agent immediately upon the Agent’s request or when the Potential Investor declines to make an investment in the Property or terminates any discussion or negotiations with respect to the Property.
- The Potential Investor acknowledges and agrees that the Potential Investor is the principal and not an agent of, or acting on behalf of, any other party in connection with the purchase of the Property, and the Potential Investor hereby agrees that it will not seek or demand from the Agent or Owner any brokerage commissions, finders fees, or other compensation in connection with the investment Property. The Potential Investor acknowledges that it has not had any discussions regarding the Property with any broker or agent other than the Agent.
- The Potential Investor will not make any Informational Materials available, or disclose any of their contents, including the fact the Property is being offered for sale, to any person unless all of the following has occurred: (a) such person has been identified to the Agent; (b) the Agent has approved, in writing, the furnishing of the Informational Materials or such disclosure to such person; and (c) such person has entered into a confidentiality agreement with the Agent that contains substantially the same terms as this agreement. However, the Informational Materials may be disclosed to the Potential Investor’s employees and legal counsel (“Related Parties”), who, in the Potential Investor’s judgment, need to know such information for the purposes of evaluating the potential investment in the Property or any interest therein by the Potential Investor. Prior to any such disclosure, such Related Parties must be provided a copy of this agreement, must be informed by the Potential Investor of the confidential nature of the Informational Materials, and must be directed by the Potential Investor to keep all the Informational Materials strictly confidential in accordance with this agreement. The Potential Investor shall be jointly and severally liable for any violation of this provision by the Related Parties.
Although we have endeavored to include in the Informational Materials information which we believe to be relevant for the purpose of your investigation, the Potential Investor understands and acknowledges that the Agent and the Owner does not make any representations or warranty as to the accuracy or completeness of the Informational Materials. The Potential Investor understands and acknowledges that, although the information used in preparation of the Informational Materials was furnished to the Agent from sources considered to be reliable, the information is not guaranteed as to its accuracy or completeness and is not represented to be independently verified by us through third-party sources. The Informational Materials are provided to the Potential Investor on an “AS IS” basis only, and each Potential Investor hereby expressly acknowledges it has an independent duty to investigate their accuracy and completeness. The Potential Investor hereby further agrees that the Agent and the Owner shall have no liability for any reason to the Potential Investor or its Related Parties resulting from the use of the Informational Materials by any person in connection with the sale of or other investment by the Potential Investor in the Property, whether or not a sale is consummated.
The Potential Investor has been advised that the Agent is acting on behalf of the Owner in connection with the sale of the Property. Therefore, the Potential Investor (a) acknowledges that the Agent is the only party due brokerage commissions, which are payable by the Owner, and (b) hereby indemnifies and holds harmless the Agent, the Owner, and their respective affiliates and successors and assigns, against and from any loss, liability, or expense, including attorneys’ fees, arising out of any claim by any broker, finder, or other party, for commissions, fees, and other compensation relating to the sale or proposed sale to the Potential Investor or other investment by the Potential Investor in the Property, if such claims are based in whole or in part on dealing with the Potential Investor, any affiliated, Related Parties or any other party with whom the Potential Investor has dealt.
The Potential Investor acknowledges that the sale is subject to withdrawal from the market for any reason whatsoever without notice. For purposes of the agreement, the term “sale” of or “investment” in the Property or similar language in this agreement shall be deemed to refer to the purpose and sale of all, or any portion of, the Property, mortgage financing, or any other related investments.
The Agent and the Owner reserve the right to withhold the Informational Materials from any Prospective Investor that is not determined to be, in their sole discretion, a qualified investor. Such qualifications include, but are not limited to, financial capability, prior real estate investment experience, net worth, and demonstrated ability to complete a transaction of this type and size. The Agent may request, and the Prospective Investor agrees to supply, information that may be deemed relevant in ascertaining these qualifications.
This agreement is made, entered, and shall be interpreted and governed, under the laws of the State of Minnesota, and any dispute or claim relating in any way to the Property, the Owner or Agent, the Informational Materials, or this agreement shall be brought and heard exclusively within the courts of the State of Minnesota.
By proceeding to obtain the Information Materials through this online resource, the Potential Investor acknowledges and represents that it has read and understands each of these terms and conditions and manifest your acceptance of them and your agreement to be bound by them. If the Potential Investor does not agree to such terms, it must not obtain the Information Materials through this online resource. The Potential Investor acknowledges and agrees that the Owner or Agent reserves the right to change these terms at any time without notice.
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