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THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of today (the
“Effective Date”) by and between the undersigned (“Company”) and One Beltway,
LLC (“Owner”) and together, the (“Parties”).
The Parties are engaging in negotiations concerning a potential property sales transaction (“Business
Opportunity”). In order to pursue the Business Opportunity, Company requires disclosure of certain
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the Parties hereto
agree as follows:
- 1. Non-Disclosure. Company agrees not to use confidential Information for its own use or for any purpose
except to evaluate the Business Opportunity and further agrees not to disclose Confidential Information to other
than persons within its organization or advisors who have a need to know such Confidential Information in the
course of the performance of their duties analyzing or evaluating the Business Opportunity and who are bound
to protect the confidentiality of such Confidential Information.
- 2. Definition of Confidential Information. “Confidential Information” as used in this Agreement will mean
any and all information including, but not limited to, financial information, tenant information, building
operating information or plans and various other information related to the Business Opportunity delivered
pursuant to this Agreement, whether in written (or other tangible) form or verbally, and includes all analyses,
compilations, forecasts or other documents prepared in connection with review/evaluation of the Confidential
Information. Confidential Information will include, but not be limited to, all materials marked “Confidential
- 3. Ownership/Return of Confidential Information. Company agrees that Owner is and will remain the
exclusive owner of the Confidential Information. Company will, upon the request of Owner or its broker, return
to broker all tangible manifestations of the Confidential Information (and all copies and reproductions thereof).
- 4. Term. This Agreement applies to all Confidential Information disclosed to Company during the period
that begins on the Effective Date and ends twelve (12) months thereafter. This Agreement will remain in effect
for two (2) years after the date of the last disclosure of Confidential Information, at which time this Agreement
- 5. Miscellaneous. This Agreement will be binding upon and for the benefit of the Parties, their successors
and assigns. This Agreement contains the entire agreement of the Parties with respect to the subject matter
hereof, and may not be modified except by a written agreement signed by the Parties. This Agreement will be
interpreted in accordance with the laws of the State of Virginia. If any portion of this Agreement is held invalid
or unenforceable, said invalidity or unenforceability will not affect the other portions of this Agreement, and the
remaining portions will remain in full force and effect. Any court of competent jurisdiction may modify an
objectionable provision as to make it valid and enforceable.