top of page






THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and entered into as of April 11, 2018, by and between _______________________ ("Disclosing Party") and _______________________ (the "Recipient").  From time to time throughout this Agreement, Disclosing Party and Recipient are referred to each as a "Party" and, collectively, as the "Parties."


WHEREAS, the Disclosing Party is interested in releasing certain Confidential Information (as defined below) to the Recipient in connection with the potential acquisition by the Recipient (or an affiliate of the Recipient) of the following:


Address: 1740-1750 Travis Blvd, Fairfield, CA (the "Proposed Transaction"), and wishes to set forth the terms and conditions by which the Recipient will be bound in utilizing such Confidential Information; and


WHEREAS, the Recipient is in the business of developing, acquiring, owning and operating real estate throughout the United States, and may have had, or will, from time to time, pursue or be presented with opportunities of such nature in geographic proximity to the location of the assets which are the direct or indirect subject of the Proposed Transaction; and


WHEREAS, the Recipient recognizes the confidential nature of the information and the interest that the Disclosing Party has in protecting its right to the information.


NOW THEREFORE, in return for good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:


  1. The term "Confidential Information" means any information disclosed by the Disclosing Party to the Recipient, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation.  Confidential Information shall not include information which: (i) was in the possession of the Recipient prior to the earliest disclosure by or on behalf of the Disclosing Party, provided that the Recipient has the right of free and unlimited disclosure thereof; (ii) is presently or hereafter becomes a part of the public knowledge or literature without default by the Recipient of its obligations pursuant to this Agreement; (iii) is independently developed by the Recipient or its Representatives (as defined below) without reference to, or the use of, any Confidential Information; or (iv) becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the Disclosing Party, provided that, to the knowledge of the Recipient or its Representatives, such source was not bound by an obligation of confidentiality to the Disclosing Party. 

  2. The term "Representatives" means the Recipient’s affiliates and the officers, directors, shareholders, members, partners, financing sources, employees, agents, consultants and advisors (including, without limitation, financial advisors, counsel and accountants) of the Recipient and/or its affiliates.

  3. Non-use, Non-Circumvent and Non-disclosure.  The Recipient agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning the Proposed Transaction.  The Recipient agrees not to circumvent, or cause to circumvent the Disclosing Party by consummating any transactions with the current Owner, or any affiliates, without written consent of Disclosing Party on Proposed Transaction. The Recipient agrees not to disclose any Confidential Information to third parties or to its Representatives except to those Representatives that the Recipient believes should have the information in order to evaluate, approve or engage in discussions concerning the Proposed Transaction, provided that the Representatives are informed of this Agreement and agree to be bound by the terms hereof. 

  4. Maintenance of Confidentiality.  The Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.  Without limiting the foregoing, the Recipient shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to the Confidential Information have agreed to non-use and non-disclosure provisions in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. 

  5. Permitted Disclosure. The Recipient and its Representatives may disclose Confidential Information to the extent required by applicable law, governmental regulation, rules or requirements of a self-regulatory agency, audits or investigations of books and records, court order, governmental decree or demand, interrogatories, subpoena, civil investigative demand or other legal process.  If a Recipient or its Representatives are required to disclose Confidential Information pursuant to court order, governmental decree or demand, interrogatories, subpoena, civil investigative demand or other process, the Recipient shall provide notice (to the extent practicable and not prohibited by law) to the Disclosing Party of any such requirement.  The Recipient may also disclose such Confidential Information to the extent necessary to protect or enforce its rights and remedies hereunder.  In addition, the Recipient may disclose the Confidential Information in the course of any general examination of its books and records by any bank, securities, tax or other regulatory authority having jurisdiction without giving notice thereof to the Disclosing Party.

  6. No Limits on Ordinary Course Business Activities.  The Disclosing Party acknowledges and agrees that the Recipient (a) is in the business of developing, acquiring, owning and operating real estate throughout the United States, (b) is aware of available real estate developments in this territory and (c) shall not be precluded or limited by this Agreement from conducting any such business activities in geographic proximity to the location of the assets which are the direct or indirect subject of the Proposed Transaction.

  7. Return of Materials.  Upon the request of the Disclosing Party, the Recipient shall undertake commercially reasonable efforts to promptly return, or at the Recipient’s option, destroy all documents and other tangible objects containing or representing Confidential Information which have been disclosed by the Recipient, and all such Confidential Information shall be and remain the property of the Disclosing Party.  Notwithstanding the foregoing, (i) the Recipient may retain copies of any analyses, compilations, forecasts, studies, memoranda, notes or other working papers prepared by it or its Representatives ("Company Work Product") that contain or reflect Confidential Information so long as any such Confidential Information and Company Work Product is kept confidential subject to the terms of the Recipient’s internal document retention policies and procedures and in accordance with this Agreement, and (ii) the Recipient and its Representatives shall in no event be required to erase, destroy or return any information from computer systems or hard drives, tapes or memory or other electronic forms of information retention processes, materials or equipment.

  8. Duration of Duty.  The duty to protect Confidential Information disclosed under this Agreement shall be one year from the date of receipt of such Confidential Information.

  9. No License.  No license or other transfer of intellectual property rights is granted or implied by this Agreement or any disclosure hereunder.

  10. No Warranty.  The Confidential Information disclosed under this Agreement is delivered "as is" and the Disclosing Party does not make any warranty of any kind with respect to the accuracy or completeness of such information or its suitability for any particular purpose.  Notwithstanding the foregoing, the Disclosing Party represents that it has the authority to provide such Confidential Information to the Recipient and its Representatives.

  11. No Obligation to Proceed.  The Parties agree that unless and until a definitive agreement has been executed and delivered with respect to the Proposed Transaction, neither Party shall be under any obligation with respect to the Proposed Transaction.  Either Party may, at any time and in its sole discretion, elect to terminate discussions or any negotiations regarding the Proposed Transaction and is under no obligation to continue or to consummate an agreement with respect to the Proposed Transaction with the other Party.

  12. Injunctive Relief.  The Recipient agrees that any unauthorized use or disclosure of the Confidential Information in violation of this Agreement may cause irreparable injury for which money damages may not be a sufficient remedy.  In the event the Recipient breaches this Agreement, the Disclosing Party shall be entitled to specific performance and injunctive relief or other equitable relief as a remedy for such breach, without the posting of a bond, in addition to any other remedies that may be available in law or equity.  Notwithstanding the foregoing, the Recipient shall not be held liable for any punitive, consequential, special or indirect damages.

  13. Notification.  The Recipient will notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized release of Confidential Information or any breach of this Agreement of which it is actually aware.

  14. No Waiver.  No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

  15. Severability.  In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the same shall not affect any other provision hereunder.

  16. Amendment.  This Agreement may not be amended, modified, or terminated, in whole or in part, except by an instrument in writing duly executed by both Parties.

  17. Governing Law, Venue.  This Agreement is made under and shall be construed according to the internal laws of the State of California, without regard to the conflict of law rules and principles thereof.  The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington for the resolution of any disputes arising under or related to this Agreement.  Each Party hereby waives (to the extent permitted by applicable law) any objection which it may now or in the future have to the laying of venue for any such action or proceeding in any such court.  As a material inducement to the other Party hereto to enter into this Agreement, each Party hereby waives, to the fullest extent permitted by applicable law, the right to demand a jury trial.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.


By: ____________________________

Name: _________________________

Title:  __________________________



By: ____________________________
Name: _________________________

Title:  __________________________

bottom of page