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HAVERTYS DISTRIBUTION CENTER CONFIDENTIALITY AGREEMENT**If redline changes are to be made, please request a Word document version from PaigeMarlow: ATLIndustrialCM@am.jll.com, and return your edits to Paige.
2CONFIDENTIALITY AGREEMENTWHEREAS, JONES LANG LASALLE AMERICAS, INC. (“JONES LANGLASALLE”), having offices at 200 East Randolph Drive, Chicago, Illinois 60601, UBS Realty InvestorsLLC (“OWNER”), having offices at 10 State House Square, 15th Floor, Hartford, Connecticut, 06103-3604and _________________________ (“Receiving Party”), having offices at,______________________________________________________________ are engaged in businessdiscussions of a sensitive nature pertaining to Havertys Distribution Center, which have or may require thedisclosure by JONES LANG LASALLE and/or OWNER to the Receiving Party of confidential andproprietary information, including trade secrets and the fact that these discussions are taking place,hereinafter referred to as “INFORMATION”; andWHEREAS, all parties wish to maintain the confidential and proprietary nature of theINFORMATION;NOW THEREFORE, in consideration of the business discussions between the partiesgiving access to such INFORMATION, and in c onsideration of the mutual covenants and promisescontained herein, the Receiving Party hereto agrees as follows:1. Receiving Party will notify each employee, agent, affiliate or consultant involved in the businessdiscussions or who may have any occasion to view, handle, or obtain any of the INFORMATION,of the terms of this Agreement. Receiving Party further agrees that such INFORMATION will bemade available only to those of its respective employees, agents, affiliates or consultants who areconcerned with this subject.2. For a period of two (2) years from the date of disclosure of INFORMATION pursuant to thisAgreement, Receiving Party, (including its employees, agents, affiliates and consultants) shall notdisclose any INFORMATION it receives from JONES LANG LASALLE and/or OWNERincluding data, drawings, information and other materials to any other person, firm or corporation,or use the INFORMATION for its own or any other party's benefit, except as contemplated by thisAgreement. Receiving Party shall use as a minimum the same degree of care to avoid disclosure oruse of the INFORMATION as it employs with respect to its own confidential and proprietaryinformation of like importance.3. INFORMATION shall not be deemed confidential and proprietary, and Receiving Party shall haveno obligation of confidentiality with respect to any INFORMATION which:A. is already known and documented by Receiving Party, orB. is or becomes publicly known through no wrongful act of Receiving Party; orC. is rightfully received from a third party without any restriction known to Receiving Party andwithout breach of this Agreement; orD. is independently developed by an employee, affiliate or agent of Receiving Party who had noknowledge of or access to such INFORMATION; orE. is approved for release by written authorization from JONES LANG LASALLE or OWNER.
34. All INFORMATION provided or communicated by JONES LANG LASALLE and/or OWNERto Receiving Party shall be and remain the property of JONES LANG LASALLE and OWNER,and such INFORMATION, and any copies thereof, shall be promptly returned to JONES LANGLASALLE and/or OWNER upon written request from JONES LANG LASALLE and/or OWNERand shall remain confidential in accordance with this Agreement.5. It is understood between the parties to this Agreement that neither party waives any rights ininvention or development lawfully possessed by it at the time of disclosure. In addition, thisAgreement does not imply any waiver of any right or action under the patent, trademark, copyright,unfair competition, fair trade or related laws.6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective subsidiaries, successors, assigns, legal representatives, and all corporations controllingthem or controlled by them.7. Receiving Party acknowledges and agrees that in the event of any breach of this Agreement, JONESLANG LASALLE and OWNER would be irreparably and immediately harmed and could not bemade whole by monetary damages. It is accordingly agreed that JONES LANG LASALLE andOWNER, in addition to any other remedy to which it may be entitled in law or equity, shall eachbe entitled to an injunction or injunctions to prevent breaches of this Agreement, and to compelspecific performance of this Agreement, without the need for proof of actual damages. ReceivingParty also agrees to reimburse JONES LANG LASALLE and OWNER for all costs and expenses,including attorneys’ fees, incurred by or in enforcing its obligation hereunder.8. All PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENTPERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT(SUCH AS NEGLIGENCE), OR OTHERWISE) RELATING TO THIS AGREEMENT.9. This Agreement embodies the entire understanding between the parties pertaining to the subjectmatter hereof. Any additions or modifications to this Agreement must be made in writing andmust be signed.10. This Agreement is made under, and shall be construed according to, the substantive laws of theState of Georgia, U.S.A.IN WITNESS WHEREOF, the effective date of this Agreement shall be the ______ day of________________, 2023.Receiving Party :_______________________________Sign:________________________________________Print:________________________________________Title:________________________________________