2. Legal Agreement Terms
Commercial Real Estate Confidentiality & Non-Disclosure Agreement
This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into by and between Shield Real Estate LLC ("Disclosing Party" or "Sponsor") and the undersigned prospective purchaser, co-investor, or capital partner ("Receiving Party") regarding the acquisition, co-investment, or financing of the property known as Brecksville Corporate Center, located at 6650-6670 W Snowville Road, Brecksville, OH (the "Property").
1. Evaluation Material
Disclosing Party will furnish to Receiving Party certain proprietary and confidential data, including but not limited to the Offering Memorandum, operating statements, historical and projected cash flows, tenant leases and abstracts, environmental reviews, property condition reports, debt restructuring models, and Argus files (collectively, "Evaluation Material").
2. Non-Disclosure & Permitted Use
Receiving Party agrees that the Evaluation Material will be used solely for the purpose of evaluating a potential commercial real estate transaction with Disclosing Party. Receiving Party shall keep all Evaluation Material strictly confidential, and will not disclose any portion thereof without the prior written consent of Disclosing Party, except to its directors, officers, partners, and outside legal/accounting advisors who need to know such information for evaluation purposes.
3. Non-Circumvention & Direct Contact
Receiving Party agrees not to directly contact or communicate with any tenants, lenders, property managers, municipal authorities, or the current property owner regarding the Property without the express prior written consent of Shield Real Estate LLC.
4. Disclaimer & Independent Review
Receiving Party understands and acknowledges that while Disclosing Party endeavors to provide reliable information, neither Disclosing Party nor any of its affiliates, members, or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material.
5. Term & Governing Law
This Agreement shall remain in full force and effect for a term of two (2) years from the execution date hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
6. Electronic Signatures
The parties agree that this Agreement may be electronically executed, and that digital or drawn signatures shall have the same legal force and effect as original manual wet signatures pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).