Real Estate Non Disclosure Agreement (NDA)

THIS NON DISCLOSURE AGREEMENT (the “Agreement”) is made on (the “Effective Date”).

BETWEEN:

— AND —

BACKGROUND

1. The Seller and the Buyer are contemplating a possible transaction (the “Transaction”) with respect to:
2. In connection with the Transaction (the “Permitted Purpose”), the Buyer has requested certain confidential information (the “Confidential Information”).
3. The Buyer acknowledges the Confidential Information is sensitive and confidential, including the fact that the Property and/or business may be for sale or under discussion, and that disclosure to others could harm the Seller, the described Property and/or business, and any fiduciary or client relationship of the Seller’s brokerage with the Seller or owners.

IN CONSIDERATION OF and as a condition of the Seller providing the Confidential Information to the Buyer, and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties agree as follows:

AGREEMENT

1. Permitted Purpose. The Buyer may use the Confidential Information solely for the following purpose:
2. Confidential Information. All written, oral, visual, electronic, and other information and materials disclosed or provided by or on behalf of the Seller to the Buyer under this Agreement constitute Confidential Information, whether provided before or after the Effective Date, and whether obtained from documents, conversations, email, tours, or any viewing or inspection of the Property.

   Without limiting the above, Confidential Information includes, to the extent applicable:

   1. The fact of sale or discussions: the fact that the Property and/or business is for sale or under discussion, and the terms, timing, and status of any negotiations;
   2. Business Operations: internal personnel, processes, vendor details, manuals, costs, pricing, and methods of operation;
   3. Customer / Tenant Information: tenant lists, rent rolls, lease terms, customer contacts, communications, and related data;
   4. Financial / Accounting Information: statements, operating statements, forecasts, AR/AP, payroll, and related records;
   5. Marketing & Development: marketing plans, strategy, pricing policies, pipelines, and planned initiatives;
   6. Service / Product / Work Product: deliverables, specifications, and any work product in any stage of development;
   7. Technical / Computer Technology: systems, reports, analyses, models, and operational know how;
   8. Proprietary Code / IP: software, documentation, and other intellectual property, including trade secrets;
   9. Real Estate Due Diligence Materials: leases/tenancies, inspection reports, environmental/technical reports, appraisals, surveys, building plans, drawings, maps, equipment lists, inventory lists, property management contracts, and related communications; and
   10. Third Party Confidentiality: information disclosed to the Seller by a third party and protected by an NDA or confidentiality obligation.
3. Exclusions. Confidential Information does not include information that the Buyer can demonstrate:
   1. is or becomes publicly available through no wrongful act or breach of this Agreement by the Buyer;
   2. was lawfully in the Buyer’s possession before disclosure by the Seller;
   3. is independently developed without use of the Confidential Information; or
   4. is lawfully obtained from a third party who has the right to disclose it, without restriction.
4. Obligations of Non Disclosure. Except as expressly permitted by this Agreement, the Buyer must not disclose the Confidential Information and will keep it strictly confidential. The Buyer will not discuss the Confidential Information with any person who has not been expressly permitted under this Agreement and bound by confidentiality obligations at least as protective as this Agreement.
5. Non Use; Ownership. Confidential Information remains the exclusive property of the Seller and may be used only for the Permitted Purpose. The Buyer will not use Confidential Information for any purpose that is directly or indirectly detrimental to the Seller or any related affiliates.
6. Permitted Disclosures; Flow Down; Responsibility. The Buyer may disclose Confidential Information only:
   1. to employees, agents, representatives, and professional advisors who need to know for the Permitted Purpose, provided they are bound by confidentiality obligations at least as protective as this Agreement and are provided a copy of this Agreement or written confidentiality terms that are no less protective; and
   2. to the extent required by law or by a governmental or court order, after prompt written notice to the Seller (if legally permitted).
   The Buyer is responsible and liable for any breach of this Agreement by any person to whom the Buyer discloses Confidential Information. This Agreement is binding upon the Buyer, its affiliates, and its employees.
7. Security. The Buyer will use reasonable safeguards to protect Confidential Information and prevent unauthorized access, copying, or disclosure.
8. Special Restrictions.
9. No Contact; Communications. The Buyer will not contact directly or indirectly the Seller, the owners, their employees, any tenants, the landlord, franchiser, suppliers, customers, business associates, contractors, or competitors, except through the Seller or the Seller’s representatives, and only with the Seller’s prior written consent. All inquiries and communications must be directed to the Seller or the Seller’s agent as directed by the Seller.
10. No Copying or Recording.
11. Inspection; Visual Only; Restore.
12. Return / Destruction. Upon the Seller’s written request or upon termination of discussions or negotiations regarding the Transaction, the Buyer will promptly return or destroy all Confidential Information (including copies) and, if requested, certify completion in writing. The Buyer will not retain Confidential Information in any manner.
13. Ownership and Title; No Licence. Nothing in this Agreement grants the Buyer any right, title, interest, or licence in or to the Seller’s intellectual property or Confidential Information.
14. Term; Survival. All obligations in this Agreement survive termination and continue for the applicable term.
15. Remedies. Unauthorized disclosure may cause irreparable harm not adequately compensated by money damages. The Seller may seek injunctive relief in addition to any other remedies available at law or equity.
16. Indemnity.
17. Notices. Notices must be in writing. Notices are deemed received when delivered, or after seven (7) days if mailed. Notices may also be delivered using the same email address the NDA was sent to or received from.
18. Representations; No Verification; Brokerage Role. Neither the Seller nor any of its officers, agents, principals, or representatives makes any representations or warranties, expressed or implied, regarding the adequacy, sufficiency, completeness, correctness, or fitness of the Confidential Information. All information is provided by the Seller and is not verified by any brokerage or agent. Analysis and verification of the Confidential Information is solely the responsibility of the Buyer. Any brokerage involved in the Transaction acts as agent for the Seller unless otherwise agreed in writing.
19. No Obligation; Seller Discretion. Other than as expressly contemplated in this Agreement, there is no obligation on any party unless and until a binding purchase and sale agreement is executed between the Seller and the Buyer, each in their sole discretion. The Seller reserves the right to terminate negotiations with any party, to modify or supplement information, or to withdraw the Property and/or business from the market at any time without providing a reason.
20. Termination. Either party may terminate this Agreement by written notice. Termination does not relieve the Buyer of confidentiality obligations for Confidential Information disclosed prior to termination.
21. Assignment. This Agreement may not be assigned or transferred without prior written consent, except for a corporate name change or merger.
22. Amendments. This Agreement may be amended only by a written instrument executed by all parties.
23. Governing Law. This Agreement is governed by the laws of the and applicable federal laws of Canada.
24. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding confidentiality for the Transaction.
25. Counterparts; Electronic Signature. This Agreement may be executed in counterparts and delivered electronically, each of which is deemed an original.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.