This Confidentiality Agreement (this “Agreement”) is made and entered into this ___ day
of ___________, 20__ by and between MLP Realty, Ltd. (“Seller”) and
W I T N E S S E T H:
WHEREAS, Seller desires to consider a business arrangement or transaction; and
WHEREAS, Purchaser requires certain confidential information concerning Seller for
the purpose of evaluating such business arrangement or transaction; and
WHEREAS, Seller is agreeable to supplying certain information to Purchaser subject to
the terms and conditions hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is agreed as follows:
1) Purchaser shall hold in confidence, unless compelled to disclose by judicial order or by
other requirements of law, all information received from Seller in connection with the
proposed transaction, except to the extent such information can be shown to have been
(a) previously known on a non-confidential basis by Purchaser, (b) developed
independently by Purchaser, (c) in the public domain through no fault of Purchaser, or (d)
later lawfully acquired by Purchaser from sources other than Seller; provided that
Purchaser may disclose such information to its directors, officers, employees,
accountants, legal counsel, and agents in connection with the proposed transaction, so
long as such persons are informed by Purchaser of the confidential nature of such
information and are directed to treat such information confidentially. In this regard,
Purchaser shall limit distribution of such information solely to those persons who, in
Purchaser’s sole discretion, must be involved in the analysis of the transaction. If the
transaction is not consummated, Purchaser agrees that it will, at the direction of Seller,
either return such information to Seller or destroy the same. Purchaser further agrees that
it will, at the direction of Seller, permanently delete all computer files and destroy such
analyses, compilations, studies or documents prepared by Purchaser, which contain or
otherwise reflect such information.
2) Purchaser acknowledges and agrees that Seller would suffer irreparable loss and damage
if Purchaser should breach or violate any of the provisions contained in this Agreement.
Purchaser further acknowledges and agrees that each of the terms contained herein is
reasonably necessary to protect and preserve the business and the assets of Seller.
Purchaser therefore agrees and consents that in addition to any other remedies available
to Seller shall be entitled to injunctive relief to remedy a breach or contemplated breach
by Purchaser of any of the terms of this Agreement.
3) This Agreement shall be and is for the express benefit of Seller and any successors and