Midtown Apartments - value add with 97% occupancy rate.

This Confidentiality and Non-Circumvent Agreement (“Agreement”) is made and agreed to by and between Auben Realty (the “Disclosing Party”) located at 909 Walker Street, Augusta, Ga 30901, and the Recipient (the “Receiving Party”) regarding the sale of the property known as Midtown Point Apartment (the “Property”) located in Augusta, GA.
WHEREAS, the Disclosing Party possesses confidential and proprietary information related to real estate transactions, including but not limited to, information about properties, clients, potential clients, financial information, and business strategies (the “Confidential Information”); and
WHEREAS, the Receiving Party desires to obtain access to such confidential and proprietary information, and agrees to maintain the confidentiality of such information and not to engage in any circumvention of the Disclosing Party’s interests; and
WHEREAS, the Disclosing Party desires to protect the Confidential Information and to prevent the Recipient from circumventing the Disclosing Party in any real estate transactions related to the Confidential Information;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Confidential Information.
(a) Definition. “Confidential Information” means any and all information that is disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, or by any other means, and is identified as confidential or proprietary or, under the circumstances, ought to be treated as confidential or proprietary, including but not limited to financial information, marketing strategies, business plans, customer lists, and other proprietary data or trade secrets.
(b) Confidentiality Obligations. The Receiving Party agrees to maintain the confidentiality of the Disclosing Party’s Confidential Information and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use reasonable care and take reasonable precautions to protect the Disclosing Party’s Confidential Information.
(c) Exceptions. The obligations of confidentiality and non-disclosure under this Agreement shall not apply to any transaction that is not related to the subject matter of this Agreement, and to any transaction that is approved in writing by the Disclosing Party.

2. Non-Circumvention.
(a) Definition. “Circumvention” means any attempt by the Receiving Party or any of its affiliates or agents to circumvent, bypass, or avoid the business relationship established by this Agreement, including but not limited to attempting to enter into any transaction with any party introduced by the Disclosing Party without the prior written consent of the Disclosing Party.
(b) Non-Circumvention Obligations. The Receiving Party agrees not to engage in any Circumvention, directly or indirectly, of the Disclosing Party’s business interests, and not to use any Confidential Information disclosed by the Disclosing Party for any purpose other than the business relationship contemplated by this Agreement, without the prior written consent of the Disclosing Party.

3. Term and Effective Date
This Agreement shall remain in effect for a period of (2) years from the Effective Date (Date on which the Agreement is accepted by the Receiving Party). Upon termination of this Agreement, the Recipient shall immediately cease all use and disclosure of the Confidential Information and return or destroy all Confidential Information in its possession or control. The obligations of confidentiality and non-circumvention shall survive the termination of this Agreement.

4. Ownership of Confidential Information
The Disclosing Party retains all right, title, and interest in and to the Confidential Information disclosed under this Agreement. Nothing in this Agreement grants any rights or licenses to the Recipient with respect to the Confidential Information, except as expressly set forth herein.

5. Remedies.
(a) Injunctive Relief. The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may not be an adequate remedy, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies available.
(b) Attorneys’ Fees. In the event of any legal action arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such legal action.

6. Miscellaneous.
(a) This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any principles of conflicts of law. The parties agree that any dispute arising under or relating to this Agreement shall be resolved exclusively by the state or federal courts located in the state of Georgia, and the parties consent to the jurisdiction of such courts and waive any objection to the venue of any such action.
(c) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(d) No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced. The failure of any party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder.
(e) All notices, requests, demands, and other communications under this Agreement shall be in writing (if applicable) and shall be deemed to have been duly given when delivered in person, by electronic mail, or by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below or to such other address as either party may from time to time designate in writing.
(f) All information provided shall be used exclusively for evaluating the potential acquisition of the Property and not for any other purposes.
(g) The Receiving Party confirm that it is a principal and not an agent or representative of any other party in connection with the acquisition. The Receiving Party acknowledges that if it chooses to engage an outside broker (“Co-Broker”), the Receiving Party is solely responsible for all compensation to the Co-Broker, under a separate agreement between the Receiving Party and the Co-Broker.
(h) The Receiving Party agree to protect, defend, indemnify, and hold harmless the Seller and Disclosing Party, as well as any affiliate of the Seller or Disclosing Party, from any and all claims, liabilities, losses, costs, damages, or expenses, including reasonable attorney’s fees resulting from any actions or inactions of the Receiving Party, its agents, officers, employees, or directors, and that may arise from claims for other real estate commissions, broker’s fees, or finder’s fees relating to or in connection with the Property, to the extent claimed through or under the Seller
(i) The Seller is under no legal obligation or commitment to any party reviewing the Offering Memorandum or making an offer to purchase the Property unless a written agreement for the Property’s purchase has been fully executed, delivered, and approved by the Seller and its legal counsel, and any conditions under the Seller’s obligation have been satisfied or waived.
(j) The Seller and Disclosing Party retain the exclusive right, at their sole discretion, to decline any expressions of interest or offers concerning the Property and to end discussions with any party at any time, with or without notice.
(k) This Agreement applies to all information received from the Disclosing Party, which is not readily accessible to the general public. The Receiving Party understands that any information disclosed without authorization, even unintentionally, could result in significant and irreparable harm to the Disclosing Party.
(l) If the Receiving Party is a non-natural legal entity, such as a corporation, partnership, or limited liability company, the individual(s) signing this Agreement on its behalf will take appropriate measures to limit the dissemination of Information solely to those persons within the entity who require access to it and are fully aware of the Agreement and agree to abide by its terms.
(m) The Disclosing Party retains the right to withhold payment of any Commission to a Registered Broker/Agent who: (a) represents an entity, including any corporation, partnership, limited liability company, or trust, in which the broker/agent holds a personal interest; or (b) represents an immediate family member, defined as a spouse, parent, sibling, or child, including in-law relationships, in any capacity; or (c) acts as a principal in the acquisition of any Property.
(n) The Receiving Party shall not contact any parties regarding the Property, except through the Disclosing Party, without the Disclosing Party’s or Disclosing Party’s written permission. Such parties include Disclosing Party’s employees, tenants, and suppliers, among others.
(o) No employees of the Seller or the Property may be contacted without the Disclosing Party’s written approval and doing so constitutes a breach of the confidentiality agreement.
(p) The signatories on behalf of the Receiving Party affirm that they possess the requisite authority to legally bind the party they are representing.
(q) The Disclosing Party and the Seller do not make any representations or warranties, express or implied, as to the accuracy or completeness of the information contained herein, and nothing herein shall be construed as a promise or representation as to the Property’s future performance. Although the information is believed to be accurate, the Seller and its employees disclaim any responsibility for inaccuracies and expect prospective purchasers to undertake independent due diligence to verify all information.