THE FOLLOWING TERMS AND CONDITIONS OF USE DOES NOT APPLY TO EMPLOYEES, CONTRACTORS, EXISTING ADVISORY CLIENTS OF QUADRANT REAL ESTATE ADVISORS LLC (“QUADRANT”), OR THEIR REPRESENTATIVES.  Employees and Contractors of Quadrant should consider this site as an extension of Quadrant’s network and must adhere to Quadrant’s Technology Policy when using the site.  Advisory Clients and their representatives should refer to the Terms of Use found at the bottom of Quadrant’s home page, www.quadrantrea.com.

ALL OTHER PARTIES - PLEASE READ THE FOLLOWING IMPORTANT INFORMATION CAREFULLY: By clicking on the “Agree” checkbox, you represent that you are accepting (and are authorized to accept) these terms and conditions (this “Agreement”) on behalf of your employer (the “Receiving Party”).  The words “you” or “your” below refer to both you and the Receiving Party.  Your access to this site and your use of the information available through this site are expressly conditioned upon the acceptance without modification of all the terms and conditions of this Agreement.  If you or the Receiving Party do not agree to be bound by this Agreement in its entirety, please click the “Cancel” button below and you will not be permitted to access this site.

This Agreement is made in connection with Quadrant Real Estate Advisors LLC and/or a Receiving Party furnishing certain confidential and/or proprietary information in a Virtual Data Room environment for the purpose of evaluating a potential transaction (the “Transaction”).

 

1.                  Definition of Confidential Information.  For purposes of this Agreement, the term “Confidential Information” shall include all oral and written information and material (irrespective of its source or form of communication, including information obtained by you through access to this site) that may be furnished to you by or on behalf of a furnishing entity relating to the Transaction.  Notwithstanding the foregoing, Confidential Information excludes information which (i) was already in your possession on a non-confidential basis prior to being disclosed to you by or on behalf of Quadrant or at the direction of Quadrant, (ii) is or becomes available to you on a non-confidential basis from a source other than Quadrant, any affiliate of Quadrant, any advisor to Quadrant or any such affiliate, or any partner, director, officer, employee or agent of any of the foregoing, provided, that such information is not known by you to be subject to another confidentiality agreement with or other obligation of secrecy to any party, or (iii) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives.

 

2.                  Information to be Held in Confidence.

As a condition to your being furnished Confidential Information, you agree that the Confidential Information will be used solely for the purpose of evaluating a possible Transaction by you, on your own behalf and not as agent, representative or broker of any undisclosed party, and that, except as otherwise agreed to in writing by Quadrant, the Confidential Information (and the fact that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to a possible Transaction and the identity of the parties thereto) will be kept confidential by you and by such of your Representatives as shall come into possession thereof; provided, however, that (i) Confidential Information may be disclosed to your Representatives who need to know such information for the purpose of evaluating a possible Transaction and (ii) Confidential Information may be disclosed to the extent required by a subpoena or court of competent jurisdiction or by a governmental or administrative body so long as the provisions of the immediately succeeding paragraph are complied with.

 

3.                  Disclosures Required by Law.  In the event that you or any of your Representatives becomes required to disclose any Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction or by a governmental or administrative body, unless prohibited by the subpoena or order or by law you agree to (i) promptly notify Quadrant of the existence, terms and circumstances surrounding such a requirement, (ii) reasonably consult with Quadrant on the advisability of taking legally available steps to resist or narrow such requirement and (iii) if disclosure of such information is required as determined in the opinion of your counsel, take reasonable steps to attempt to help Quadrant obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed information which Quadrant so designates.

 

4.                  Obligation to Return Confidential Information.  If any of you, the Receiving Party or any Receiving Party Representative has received Confidential Information and chooses not to participate in or consummate the Transaction, then promptly upon written request by or on behalf of the Quadrant, such person shall either destroy all material or documents, including copies thereof, that contain Confidential Information or, in such person’s sole discretion, return all such material or documents, including copies thereof, to Quadrant.  Notwithstanding the foregoing, (a) the Receiving Party may retain one or more copies of any document or other material containing Confidential Information to the extent necessary for legal or regulatory compliance (or compliance with the Receiving Party’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the Receiving Party may retain any portion of the Confidential Information that may be found in backup tapes or other archive or electronic media or other documents prepared by the Receiving Party and any Confidential Information obtained in an oral communication; provided, that any Confidential Information so retained by the Receiving Party will remain subject to this Agreement and the Receiving Party will remain bound by the terms of this Agreement.

 

7.                  No Fiduciary Relationship.  Neither this Agreement, nor any exchange of Confidential Information under it, will be construed as creating any fiduciary, advisory or other relationship or obligation of any kind between Quadrant and the Receiving Party beyond the terms of this Agreement.  The Receiving Party acknowledges and agrees that it is not relying on Quadrant or any of its affiliates for any investment, legal, regulatory, tax, insurance or accounting advice in any jurisdiction.  The Receiving Party further acknowledges and agrees that in connection with all aspects of the services and the Transaction contemplated hereby, the Receiving Party and its affiliates have arm’s-length business relationships with the furnishing entity and its affiliates that create no fiduciary duty on the part of the furnishing entity or its affiliates, and the Receiving Party expressly disclaims a fiduciary relationship.  The Receiving Party shall consult with its own respective advisors concerning any investment, legal, regulatory, tax, insurance or accounting matters and shall be responsible for making its own respective independent investigation and appraisal of the Transaction and none of the furnishing entity or its affiliates shall have any responsibility or liability to any Receiving Party or its respective affiliates with respect thereto.

 

8.                  No Commitment to Transaction.  This Agreement does not obligate the Receiving Party or Quadrant or its or its respective affiliates to enter into a transaction commitment or to provide any product or service to the other person.

 

9.                  No Responsibility.  The Receiving Party acknowledges that (i) the Confidential Information has been prepared by various parties and Quadrant may not have independently verified any of the Confidential Information, (ii) Quadrant is not making any representation or warranty, and shall not be deemed at any time to have made any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and (iii) Quadrant is under no obligation to update any Confidential Information.

 

11.              Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made and to be performed within such State.

 

12.              Amendments.  This Agreement may be modified or waived only by a separate writing by the Receiving Party and the Quadrant.

 

13.              Entire Agreement.  This Agreement represents the entire agreement between you and the Quadrant relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you.  This agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that, if the terms of this Agreement conflict with another confidentiality agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Agreement, then to the extent the terms of this Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into this website.

 

14.              Contact Information.  Notices for the Quadrant under this Agreement, shall be directed as set forth below:

 

Quadrant Real Estate Advisors LLC

Attention: General Counsel

12735 Morris Road, Suite 100

Alpharetta, GA 30004

Telephone:  770-752-6711

Facsimile:  770-752-6731

 

By clicking “Agree” checkbox, you certify that you have read and understood this Agreement, and agree to be bound by its provisions.