This Confidentiality Agreement governs your access to non-public information about Willmore Capital Partners' prospective real estate investments. By checking the box below, you agree to its terms.
1. Confidential Information. In connection with your potential investment, Willmore Capital Partners, LLC and its affiliates (“WCP”) may provide you with confidential and proprietary information regarding one or more prospective real estate investments (collectively, “Confidential Information”), including without limitation property identities and addresses, offering memoranda, financial statements, rent rolls, trailing and projected operating statements, underwriting and valuations, financing and offering terms, and any other non-public information disclosed to you in any form — documentary, oral, visual, or electronic. Confidential Information does not include information that is a matter of public record or is otherwise available to the public through no breach by you, or that you already lawfully possessed without a duty of confidentiality.
2. Permitted Use. You will use the Confidential Information solely to evaluate a potential investment with WCP for your own account, and for no other purpose, and you will not use it in any fashion or manner detrimental to the interests of WCP.
3. Non-Disclosure. You will hold the Confidential Information in strict confidence and will not disclose it to any person, or disclose that discussions or negotiations are taking place, without the prior written authorization of WCP, except to your own legal, tax, or financial advisors who need to know it to advise you on the potential investment and from whom you have obtained an agreement of confidentiality at least as protective as this Agreement. You are responsible for any breach by those advisors.
4. Non-Circumvention. You will not, directly or indirectly, contact or negotiate with any property owner, seller, broker, lender, tenant, or property manager identified in the Confidential Information, or attempt to acquire, finance, or invest in any such property, except through WCP. You will not use the Confidential Information to circumvent WCP or to compete with WCP with respect to any transaction.
5. No Offer; Reservation of Rights. The Confidential Information is provided only as a solicitation of interest and does not constitute an offer to sell or a solicitation of an offer to buy any security or real property interest; any offer will be made only by means of definitive offering documents. WCP reserves the right, in its sole and absolute discretion, to withdraw or modify any opportunity or the terms of the Confidential Information at any time, to conduct the process as it sees fit, and to accept or reject any indication of interest or offer. No agreement or obligation exists unless and until WCP executes definitive offering or subscription documents.
6. No Warranty; Independent Investigation. The Confidential Information has been obtained from sources believed to be reliable but has not been independently verified; WCP makes no guarantee, warranty, or representation of any kind as to its accuracy or completeness. Any projections, opinions, assumptions, or estimates are for illustration only and do not represent the past, current, or future performance of any property or investment. It is your responsibility to independently confirm the information's accuracy and completeness and to conduct your own careful investigation with your tax, financial, and legal advisors, relying solely on your own investigation and the definitive offering documents.
7. Return or Destruction. Upon WCP's request, you will promptly (and in any event within five business days) return or destroy all Confidential Information and all copies, notes, and derivatives in your possession or control, and confirm such destruction in writing if requested.
8. Term. Your obligations under this Agreement continue for two (2) years from the date of acceptance, except that obligations with respect to any information constituting a trade secret continue for as long as that information remains a trade secret under applicable law.
9. Indemnity. You will indemnify and hold harmless WCP and its affiliates, and their respective members, managers, officers, employees, agents, successors, and assigns, from and against any loss, claim, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to your breach of this Agreement.
10. Remedies. You acknowledge that money damages would not be a sufficient remedy for a breach of this Agreement and that WCP is entitled to specific performance and injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.
11. Binding Effect; Survival. This Agreement is binding upon you and your heirs, successors, and permitted assigns, and inures to the benefit of WCP and its affiliates, agents, successors, and assigns. It survives the completion or termination of your evaluation of any opportunity, whether or not any transaction is consummated.
12. Miscellaneous. This Agreement grants you no license or other right in the Confidential Information and creates no partnership, joint venture, or agency. It is governed by the laws of the State of Utah, without regard to its conflict-of-laws principles. If any provision is held unenforceable, the remaining provisions remain in effect. This is the entire agreement between you and WCP regarding the confidentiality of the Confidential Information.
13. Electronic Acceptance. By checking the acceptance box, you represent that you have read and agree to this Agreement, and you agree that your electronic acceptance has the same legal effect as your handwritten signature.
