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CONFIDENTIALITY AGREEMENTThis CONFIDENTIALITY AGREEMENT (this "Agreement") is made and entered into as of ____________, 2024(the "Effective Date"), by and between 670 Cap Partners, LTD, an Ohio limited liability company, having an address at 150East Broad Street, Suite 800, Columbus, Ohio 43215 (the "Disclosing Party"), and _________________, having an addressat ____________________ (the "Receiving Party") for the review of financial, planning, branding, design, marketing,modeling, and other information, in connection with the evaluation of a potential transaction (the “Transaction”) for theproperty commonly known as "The Cap at Union Station” and located at 565-600 N High Street, Columbus, OH 43215 (the“Property”), between Disclosing Party or its affiliates and the Receiving Party or its affiliates.In connection with Receiving Party's request for such information, Disclosing Party has determined to permitReceiving Party to review it. Except as otherwise set forth herein, "Confidential Information" shall consist of any informationdelivered by Disclosing Party to Receiving Party or its Representatives, whether oral, written, or electronic, in connectionwith the Transaction whether or not marked confidential.In consideration of the mutual agreements contained in this Agreement, the Receiving Party and Disclosing Partyagree as follows:1. Purpose. The Receiving Party agrees that its review and inspection of the Confidential Information shall beto conduct due diligence, on its own behalf and not as an agent, representative or broker of any undisclosed party, solely forthe purpose of evaluating the Transaction. This Agreement is intended to allow the parties hereto to discuss the ConfidentialInformation and evaluate the Transaction while protecting the Confidential Information against unauthorized or detrimentaluse or disclosure.2. Confidential Information. Confidential Information shall not, however, include any information that: (i) isor becomes known to the Receiving Party or any of its affiliates, agents, consultants, employees, financial advisors, orrepresentatives, financing sources and capital sources, including without limitation, attorneys and accountants (collectively,"Representatives") on a non-confidential basis from sources other than Disclosing Party not known to be subject to anyconfidentiality obligations; (ii) is or becomes generally available to the public other than as a result of a disclosure by theReceiving Party or any of its Representatives; or (iii) is required to be disclosed by law or by regulatory or judicial process.3. Non-Use and Nondisclosure. Receiving Party agrees not to use any Confidential Information for any purposeother than for the purpose described herein. Receiving Party further agrees not to disclose any Confidential Information to thirdparties without Disclosing Party's prior written consent. Notwithstanding the foregoing, Receiving Party may, withoutDisclosing Party's consent, disclose the Confidential Information to its Representatives who reasonably need to know suchinformation in order to conduct the evaluation provided that such Representatives are made aware of and agree in writing toabide by the terms of this Agreement.4. Return of Confidential Information. Receiving Party agrees that the Disclosing Party retains exclusiveownership of the Confidential Information. If, for any reason, the parties do not enter into a definitive written contract for theTransaction, Receiving Party shall, and shall ensure that all of the Representatives return to Disclosing Party or destroy allConfidential Information, without retaining any copy thereof (including, to the extent practicable, expunging all suchConfidential Information from any computer, network, cloud storage, or other device containing any Confidential Information).Upon the request of Disclosing Party, Receiving Party shall deliver to Disclosing Party a certificate, executed by an officer ofReceiving Party certifying that all Confidential Information, including all copies and records thereof, have either been returnedto Disclosing Party or destroyed.5. No Contact. Without the prior written consent of Disclosing Party, neither Receiving Party nor anyRepresentative shall contact, or authorize any other person or entity to contact any other person or entity (including withoutlimitation any accountant, attorney, appraiser, developer, managing or leasing agent, general manager or other employee of theProperty or environmental consultant or engineering consultant) whose name is obtained from the Confidential Information orotherwise, with respect to the Property other than in the ordinary course of its business in matters unrelated to the evaluationof the Property. Any visit to the Property by Receiving Party or its Representatives must be coordinated through the DisclosingParty.6. No Representations. The Receiving Party agrees to perform its own due diligence regarding the Transactionand understands that while the Disclosing Party will endeavor to include relevant information, it makes no representations or
warranties, express or implied and accepts no liability, as to the completeness, accuracy, and Receiving Party’s use or relianceon any of the Confidential Information provided.7. Remedies. Receiving Party agrees that any violation or threatened violation of this Agreement may causeirreparable injury to Disclosing Party, entitling Disclosing Party to seek injunctive relief in addition to all legal remedies.Notwithstanding anything contained herein to the contrary, in no event shall Receiving Party be liable hereunder for punitivedamages.8. Not a Contract. Unless and until a definitive written agreement with respect to the Transaction has beenexecuted by Disclosing Party and Receiving Party, Disclosing Party reserves the right to terminate negotiations and reject anyproposal from Receiving Party for any reason. Any negotiation, due diligence investigations performed, or the expenditure offunds by Receiving Party will not be regarded as partial performance of a binding transaction agreement or create the right toassert claims or damages.9. Amendment and Waiver. Any failure to enforce any provision of this Agreement shall not constitute a waiverthereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writingsigned by both Disclosing Party and Receiving Party. For purposes of this Agreement, delivery of a signature by facsimile orother electronic format shall be deemed the same as the delivery of an original signature.10. Entire Agreement; Choice of Law. This Agreement represents the entire agreement between Receiving Partyand Disclosing Party relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by theReceiving Party. This Agreement supersedes all other agreements, negotiations, and understandings relating to such matterswhich may have previously been executed by the Receiving Party in favor of Disclosing Party with respect to the Transaction.There are no additional terms, whether consistent or inconsistent, oral or written, which are intended to be part of theagreements, negotiations or understandings regarding the matters discussed herein which have not been incorporated into thisAgreement, all such other agreements, negotiations, or understandings are expressly cancelled. This Agreement shall begoverned by and construed under the laws of the State of Ohio, without regard to principles of conflicts of laws provision. Eachof the parties hereto consents and submits to the exclusive jurisdiction and venue of the courts of the State of Ohio for theadjudication of any action or legal proceedings relating to or arising out of this Agreement.11. Authority. All persons who sign this Agreement warrant they have the right and authority to obligatethemselves and the business or persons they represent.IN WITNESS WHEREOF, a duly authorized representative or agent of the parties hereto has executed this Agreementas of the Effective Date.DISCLOSING PARTY:670 Cap Partners, Ltd.an Ohio limited liability companyBy: ___________________________________Franklin E. Kass, ManagerRECEIVING PARTY:___________________________________________By:Name:Title: