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Bradford Park Confidentiality Agreement

We the undersigned as a prospective buyer (“Buyer”) request that Saint James RE Advisors, LLC, (“Agent”), provide information regarding the properties known as Bradford Park @ W Emerson, Melrose, MA (“Property”) for the sole purpose of evaluating and pursuing negotiations for the purchase of the Property (“Transaction”). Owner agrees to make such information within its possession and control to Buyer subject to the terms and conditions of this Agreement.

Information, defined: As used in this Agreement, the term “Information” includes (a) the existence and content of all information (whether written or oral) furnished (whether before or after the date of the Agreement) by Owner or its officers, employees, affiliates, agents, attorneys, accountants or other representatives (“Owner”) to Buyer, or its directors, officers, employees, affiliates, agents or other representatives (including, without limitation to, financial advisors, potential lenders or Buyers, attorneys or accountants) (collectively, “Buyer”); (b) all analyses, compilations, forecasts, studies or other documents prepared by Buyer in connection with its or their review of, or interest in, the Transaction which contain or reflect any such information; and (c) the existence and substance of any and all negotiations or discussions between Owner and Buyer. If Broker, please register Buyer in connection with the Transaction below. The term “Information” will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by Buyer or (ii) is or becomes available to Buyer on a nonconfidential basis from a source (other than Owner) which, to the best of Buyer's knowledge after due inquiry, is not prohibited from disclosing such information to Buyer by a legal, contractual or fiduciary obligation to Owner.
Confidentiality of Information: Buyer shall and at all times shall cause the Buyer to keep all Information concerning the Property and Transaction confidential. Buyer shall not disclose, reveal, copy or distribute it to anyone other than the Buyer and the Buyer shall not use the Information other than in connection with a Transaction, without the Owner’s advance written consent. The Buyer reviewing entity shall cause any of its employees, agents, officers, affiliates advisors or any other individual or entities who receive such information to observe the obligations of Agreement.
Written Information and Verbal Information: If Buyer determines not to proceed with the Transaction, Buyer will promptly inform Owner of that decision and, in that case, and at any time upon the request of the Owner or upon the termination of this Agreement in accordance with its terms, Buyer will either (a) promptly destroy all copies of the written Information in its or Buyer's possession (other than materials prepared by Buyer which are not summaries or extracts of the Information provided by the Owner) and confirm such destruction to Owner in writing, or (b) promptly deliver to Owner at Buyer's own expense all copies of the written Information in its or Buyer's possession. Any oral Information will continue to be subject to the terms of this Agreement.
Information Accuracy and Completeness: Buyer acknowledges that neither Owner nor Agent assumes any responsibility for the accuracy or completeness of the Information supplied by Owner. Neither Owner or Agent make any express or implied representation or warranty for the accuracy or completeness of the Information. The Owner and Agent shall not have any liability relating to the Information, or for any errors in or omissions from the Information. Buyer acknowledges that Buyer is not entitled to rely on the accuracy or completeness of the Information for any purpose.
Offering Withdrawal: Buyer further acknowledges that the offering of the Property and any proposed Transaction with respect thereto is subject to withdrawal, revocation, alteration by Owner at any time with or without obligation of any kind to us as Buyer.
Breach of Agreement: Buyer agrees that if Buyer commits a breach of any of the provisions of the Agreement, Owner shall have the right and remedy to institute proceedings to obtain immediate injunction relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Owner and its affiliates and that money damages alone will not provide an adequate remedy to Owner and its affiliates. Nothing herein shall be construed to limit any other remedy available to Owner.
Breach of Agreement: Buyer agrees that if Buyer commits a breach of any of the provisions of the Agreement, Owner shall have the right and remedy to institute proceedings to obtain immediate injunction relief for any breach or threatened breach hereof, it being hereby acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Owner and its affiliates and that money damages alone will not provide an adequate remedy to Owner and its affiliates. Nothing herein shall be construed to limit any other remedy available to Owner.
Agency: We understand Agent is acting on behalf of Owner and as Owner’s Agent and advisor in connection with the sale of Property, unless Buyer acknowledges below that it is unrepresented. Buyers that are not represented by a broker, agree to dual agency, whereby Agent shall serve as Dual Agent and assist both the Owner and the Buyer in the transaction to reach a mutually beneficial sales outcome, but shall be neutral with regard to conflicting interest of the Owner and Buyer. Dual Agent shall owe the duty of confidentiality of material information and the duty to account for funds.
Disputes: This Agreement shall be governed by laws of the Commonwealth of Massachusetts, the courts of which shall have sole and exclusive jurisdiction and be the sole and exclusive venue, for any disputes arising out of or in connection with this Agreement.
Buyer Broker Fee: Buyer broker hereby agrees that any fees earned by Buyer's broker will be paid by the undersigned unless explicitly set forth in the Offer to Purchase and the Purchase and Sales Agreement and the responsibility of fee payment and fee payment amount is accepted by Seller.