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3851 LAKEFIELD DRIVE 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.
CONFIDENTIALITY AGREEMENTWHEREAS, JONES LANG LASALLE AMERICAS, INC. (“JONES LANGLASALLE”), having offices at 200 East Randolph Drive, Chicago, Illinois 60601, Florida Food Products(“OWNER”), having offices at 1025 Greenwood Blvd, Ste 500, Lake Mary, Floridaand (“Receiving Party”), having offices at,are engaged in businessdiscussions of a sensitive nature pertaining to 3851 Lakefield Drive, 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 consideration 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 the Receiving Party and its affiliates and those of their respective employees,agents, advisors or consultants (collectively, "Representatives") who are concerned with thissubject.2. For a period of two (2) years from the date of disclosure of INFORMATION pursuant to thisAgreement, Receiving Party, (including its Representatives) shall not disclose anyINFORMATION it receives from JONES LANG LASALLE and/or OWNER including data,drawings, information and other materials to any other person, firm or corporation,or use theINFORMATION for its own or any other party's benefit, except as contemplated by thisAgreementor as required to be disclosed pursuant to law, regulation or other legal process. Receiving Partyshall use as a minimum the same degree of care to avoid disclosure oruse of the INFORMATIONas it employs with respect to its own confidential and proprietary information of similar nature andlike 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.
4. 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 destroyed or returned toJONES LANG LASALLE and/or OWNER (at the option of the Receiving Party) upon written requestfrom JONES LANG LASALLE and/or OWNERand shall remain confidential in accordance withthis Agreement. Notwithstanding the foregoing, the Receiving Party may retain copies ofINFORMATION, subject to this Agreement, in accordance with its internal record retentionpolicies and procedures and for legal, compliance and regulatory purposes.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 may 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 seek an injunction or injunctions to prevent breaches of this Agreement, and to compelspecific performance of this Agreement. In the event of litigation relating to this Agreement, if acourt of competent jurisdiction determines a final, non-appealable order that a party or any of itsrepresentatives has or has not breached this Agreement, as the case may be, then such non-prevailing party shall reimburse the prevailing party for its reasonable outside counsel legal feesand reasonable out-of-pocket expenses incurred with such litigation, including any appealstherefrom.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 July, 2023.Receiving Party :Sign:Print:Title:2