Sylvan Park Centre

Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to by Murphy Road Properties (“Owner”), owner of the Property, and the undersigned _________________(“Buyer”) regarding the property known as the Sylvan Park Centre (“Property”) located at 4425-4501 Murphy Road, Nashville, TN 37209.

BUYER HAS REQUESTED information from Owner for the purpose of evaluating a possible acquisition of the Property. To receive the financial information (“Property Information”) pertaining to the property please read, sign and return this completed Confidentiality Agreement to Owner. The property information has been prepared by Owner for use by a limited number of parties and does not purport to provide a necessarily accurate summary of the property or any of the documents related thereto, nor does it purport to be all-inclusive or to contain all of the information which prospective Buyers may need or desire. THEREFORE, THE PARTIES AGREE, in consideration of the covenants and agreements contained herein, as follows:

  1. By accepting the Property Information, you agree to indemnify, defend, protect and hold Owner and any affiliate of Owner harmless from and against any and all claims, damages, demands, liabilities, losses, costs or expenses (including reasonable attorney’s fees, collectively “Claims”) arising, directly or indirectly from any actions or omissions of Buyer, its employees, officers, directors or agents.
  2. Furthermore, Buyer acknowledges that it has not had any discussion regarding this Property’s Sale with any other agent other than Owner or an agent/Owner properly identified through this registration process, including but not limited to, resolutions of incomplete, conflicting or duplicate registrations.
  3. Buyer shall indemnify and hold Owner harmless from and against any claims, causes of action or liabilities, including, without limitation, reasonable attorney’s fees and court costs which may be incurred with respect to any claims for other real estate commissions, Owner’s fees or finder’s fees in relation to or in connection with the Property to the extent claimed, through or under Owner.
  4. The Owner expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers regarding the Property and/or to terminate discussions with any entity at any time with or without notice.
  5. The Owner shall have no legal commitment or obligations to any entity reviewing the Property Information or making an offer to purchase the Property unless a written agreement for the purchase of the Property has been fully executed, delivered, and approved by the Owner and its legal counsel, and any conditions to the Owner’s obligation thereunder have been satisfied or waived.
  6. The Property Information and the contents, except such information which is a matter of public record or is provided in sources available to the public, are of a confidential nature. By accepting the Property Information, you agree that you will hold and treat it in the strictest confidence, that you will not photocopy or duplicate it, that you will not disclose the Property Information or any of the contents to any other entity (except to outside advisors retained by you, if necessary, for your determination of whether or not to make an offer and from whom you have obtained an agreement of confidentiality) without prior written authorization of the Owner, and that you will not use the Property Information or any of the contents in any fashion or manner detrimental to the interest of the Owner.
  7. No employee of Owner or at the subject property is to be contacted without the written approval of the Owner.
  8. This Agreement applies to all Information received from Owner, now or in the future, which is not readily available to the general public.
  9. All information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time, or in any manner, be used for any other purpose.
  10. Buyer shall not contact directly any persons concerning the Property, other than Owner, without Owner’s or Owner’s written permission. Such persons include, without limitation, Owner’s employees, suppliers and tenants.
  11. No representation is made by Owner as to the accuracy or completeness of the information contained herein, and nothing contained herein shall be relied on as a promise or representation as to the future performance of the property. Although the information contained herein is believed to be correct, the Seller and its employees disclaim any responsibility for inaccuracies and expect prospective purchasers to exercise independent due diligence in verifying all such information.
  12. Further, Owner and its employees disclaim any and all liability for representations and warranties, expressed and implied, contained in or omitted from the Property Information or any other written or oral communication transmitted or made available to the Buyer. The Property Information does not constitute a representation that there has been no change in the business or affairs of the property or the Owner since the date of preparation of the Offering Memorandum. Analysis and verification of the information contained in the Property Information are solely the responsibility of the prospective Buyer. Additional information and an opportunity to inspect the property will be made available upon written request to interested and qualified prospective Buyers.
  13. The Persons signing on behalf of Buyer represent that they have the authority to bind the party for whom they sign.