The undersigned has been advised that Eastdil Secured Ireland Limited (“Eastdil Secured”) and JLL (“JLL” and together with Eastdil Secured, the “Advisors”), are authorized on behalf of Henderson Park (the “Owner”) to arrange the sale of the Horizon Logistics Park in Dublin, Ireland (or the company which owns it) (collectively, the “Property”). The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to Advisors. All fees due Advisors in connection with the sale of the Property shall be paid by the Owner. The undersigned hereby acknowledges that it is a principal or an investment advisor in connection with the possible acquisition of the Property and agrees that it will not look to the Owner or Advisors for any fees or commissions in connection with the sale of the Property. The undersigned also hereby acknowledges that it has not dealt with any broker, other than Advisors, regarding the acquisition of the Property, or if it has, the undersigned hereby agrees to indemnify the Owner and Advisors against any compensation, liability or expense, arising from claims by any other broker or other party the undersigned had dealings with (excluding Advisors) in connection with the sale of the Property.
Advisors have available for review certain information (“Confidential Information”) concerning the Property. On behalf of the Owner, Advisors may make such Confidential Information available to the undersigned upon execution of this Non-Disclosure Agreement. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to acquire the Property. This is not an agreement to sell the Property or an offer of sale. No agreement binding upon the Owner of the Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Owner of the Property enter into a formal binding agreement of sale.
The Confidential Information contains brief, selected information pertaining to the business and affairs of the Owner, and has been prepared by Advisors, primarily from information supplied by the Owner or the Owner’s agent. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither Advisors, nor the Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.
By executing this Non-Disclosure Agreement you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm or entity without prior written authorization of the Owner and Advisors. Notwithstanding the foregoing, you may disclose the Confidential Information to your directors, accountants, advisors, partners, employees and legal counsel (“Representatives”) for the purposes of your evaluation of the proposed transaction, provided that you shall direct such Representatives to treat the Confidential Information in a manner consistent with your obligations under this agreement and be liable for any failure on their part to do so. If any court or governmental authority requires you to disclose any portion of the Confidential Information, you shall, to the extent permitted by law and legal process, (a) provide the Owner with prompt written notice of such requirement and (b) cooperate with the Owner in a commercially reasonable manner in obtaining any protective order or other remedy sought by the Owner with respect to such requirement. If no such protective order or other remedy is obtained, then you may disclose only that portion of the Confidential Information that in the reasonable opinion of your legal counsel is legally required to be disclosed, and shall exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. You further agree not to discuss the proposed transaction with any party disclosed in the Confidential Information, or otherwise known, by you to be a current tenant at, or current lender to, the Property without prior written consent of Owner. Owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the property and to terminate discussions with any party at any time with or without notice. This agreement shall expire after one year. If you do not wish to pursue acquisition negotiations you hereby agree to return the Confidential Information to Eastdil Secured provided that you may retain one copy of the Confidential Information for the purposes of and for so long as is required by any applicable law or regulation, on the condition that such Confidential Information is accessible only to your legal compliance personnel. Money damages may not be a sufficient remedy for the breach of this agreement, and the Owner is entitled to seek specific performance and injunctive relief or other available equitable relief as a remedy for any such breach. The Owner may enforce the terms of this Non-Disclosure Agreement. This Non-Disclosure Agreement is governed by, and shall be construed in accordance with, the laws of Ireland. You agree that the courts of Ireland have jurisdiction to settle any disputes in connection with this Non-Disclosure Agreement and accordingly submit to the exclusive jurisdiction of the Irish courts and waive any defence of inconvenient forum which may be available.
