THIS AGREEMENT is intended solely for your use in considering the acquisition of the Property identified in the field Property Address(es) below (the "Property"). Upon full execution of this Agreement, Selling Broker will provide certain Confidential Information relative to the Property (collectively "Confidential Information") to the undersigned ("Prospective Purchaser and/or Prospective Purchaser's Broker").

The term “Confidential Information” shall be defined as any information the Selling Broker (as defined below) provides to the Prospective Purchaser and/or the Prospective Purchaser’s Broker, including but not limited to offering memorandum/s, rent roll/s, profit and loss statements, leases and/or financial models of the Property or Properties.

The term “Property or Properties” shall be defined as the property about which the Broker has provided Confidential Information.

The term “Prospective Purchaser” shall be defined as the party interested in purchasing the Property and is being provided Confidential Information by the Selling Broker.  

The term, “Prospective Purchaser’s Broker” shall be defined as any broker representing the Prospective Purchaser as defined above.

The term, “Registered Prospective Purchaser” shall be defined as any individual, entity, and/or related individual or entity that has executed this agreement.

The term “Selling Broker” shall be defined as the broker providing the Confidential Information.

The Confidential Information contains brief, selected information pertaining to the business and affairs of the Property. It is not intended to be an offer for the sale of the Property. The Confidential Information is not purport to be all-inclusive or to contain all the information that a Prospective Purchaser and/or Prospective Purchaser's Broker may desire. Neither Seller nor Broker make any representation or warranty, expressed or implied, as to the accuracy or completeness of this Confidential Information or its contents and no legal liability is assumed or implied with respect thereto.

Prospective Purchaser and/or Prospective Purchaser's Broker acknowledge that PCR Brokerage Houston, LLC dba NAI Partners and Seller expressly reserve the right, at their sole discretion, to alter or amend the terms of the Property's offering, to reject any and all expressions of interest or offers to acquire the Property and/or to terminate discussions with any entity at any time with or without notice. Seller shall have no legal right or obligation to any entity reviewing the Property Information Package or making an offer to acquire the Property unless and until a written agreement for such acquisition has been fully executed, delivered and approved by the Seller and any conditions to the Seller's obligations thereunder have been satisfied or waived.

By your receipt of this Confidential Information, you agree that: its contents are confidential; you will hold and treat it in the strictest of confidence; you will not disclose or permit anyone else to disclose this material or its contents to any other entity without prior written authorization of the Selling Broker and Seller; you will not permit this material or its contents to be used in any fashion or manner detrimental to the interest of the Seller. Photocopying or other duplication is strictly prohibited.

Prospective Purchaser and/or Prospective Purchaser's Broker agrees not to disturb any tenants in possession of the Property or employees affiliated with the Property, or to reveal to such tenants or employees that the Property is being offered for sale or any matters relating to the Confidential Information. If you do not wish to pursue or discontinue negotiations leading to this acquisition, you agree to return all Confidential Information previously delivered to you, if requested to do so.

THIS CONFIDENTIAL INFORMATION SHALL NOT BE DEEMED A REPRESENTATION OF THE STATE OF AFFAIRS OF THE PROPERTY OR CONSTITUTE AN INDICATION THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS OR AFFAIRS OF THE PROPERTY SINCE THE DATE OF PREPARATION OF SUCH. PROSPECTIVE PURCHASER'S DECISION TO PURCHASE THE PROPERTY SHALL BE SOLEY BASED ON PROSPECTIVE PURCHASER'S INDEPENDENT INVESTIGATION AND EVALUATION OF THE PROPERTY AND ALL INFORMATION RELATING TO THE PROPERTY AND NOT ANY INFORMATION PROVIDED BY SELLER OR LISTING BROKER. PROSPECTIVE PURCHASER AGREES THAT THE SELLER AND LISTING BROKER SHALL HAVE NO LIABILITY WITH RESPECT TO ANY INFORMATION PROVIDED BY THE SELLER OR LISTING BROKER.

Seller has authorized Selling Broker to provide this confidential information to the Prospective Buyer and/or Prospective Buyer’s Broker, and may or may not have entered into a separate Commission Agreement with Selling Broker. All fees due to Selling Broker shall be paid by Buyer or Seller to Selling Broker prior to Prospective Buyer or Prospective Buyer’s Broker closing a transaction with the Seller of the Property about which the Broker has provided Confidential Information. Prospective Purchaser hereby acknowledges that it is a principal or advisor acting in a fiduciary capacity on behalf of a principal in the proposed acquisition of the Property.

Prospective Purchaser and/or Purchaser's Broker agrees that it will not look to Selling Broker for any commissions or other fees in connection with the sale of the Property. Prospective Purchaser and /or Purchaser's Broker agrees to indemnify and hold harmless each of the Seller's parties against any and all costs, expenses, liability and attorney's fees arising from any claims of another broker, or parties claiming to have any dealings with the Prospective Purchaser and/or Purchaser's Broker in connection with the sale of the Property. Any fees to Prospective Purchaser's Broker are to be paid by purchaser; NAI Partners shall not be responsible for any commissions or fees to Prospective Purchaser's Broker.

Prospective Purchaser and/or Prospective Purchaser’s Broker hereby acknowledge that upon execution of the agreement they are a Registered Prospective Purchaser of Selling Broker, and if a transaction closes with the Prospective Purchaser and/or the Prospective Purchaser’s Broker the Selling Broker (PCR Brokerage Houston, LLC dba NAI Partners) shall be due a fee of six percent of the purchase price or a fee as outlined in a separate agreement with The Seller.  If no agreement exists with the Seller then Selling Broker shall be due six percent of the purchase price.  The Prospective Purchaser also acknowledges that Selling Broker may or may not have a current listing on The Property and that shall not have any effect on Selling Broker’s fee.

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. All parties agree that this Agreement, any addendum thereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law.  Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties the same as if it were physically executed and all parties hereby consent to the use of any third party electronic signature capture service providers.

The obligations of the Prospective Purchaser and/or Prospective Purchaser’s Broker under this Agreement will survive for a period of one year from the date this Agreement is executed.  

Please confirm your agreement by filling out and submitting the form below. The electronic submission of this form will be understood to be the execution of this Agreement, whereupon it shall constitute a legally binding agreement as of today's date. By electronically signing and submitting this form, you agree that you are entering into a legally binding agreement.