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THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into as of

the date hereinafter set forth by the OWNER and ____________________________________
(hereinafter the “Reviewer”).

WHEREAS, OWNER (“OWNER”) owns the certain real property known as Riverstone Center
East – Commercial Real Estate property, Coeur d’Alene, ID (the “Real Property”); and

WHEREAS, OWNER is authorized to sell the Real Property; and

WHEREAS, OWNER is in possession of certain documents and information pertaining to the

Real Property; and

WHEREAS, the Reviewer desires to review this information and documentation (hereinafter
referred to and defined as “Property Documents”) and OWNER is willing to provide the
Property Documents to the Reviewer subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Property Documents

OWNER may, at its option, from time to time, hereafter disclose to Reviewer such information
relating to the Real Property as may be reasonably requested by Reviewer and which OWNER
elects to disclose in its sole discretion, to permit Reviewer to evaluate the Real Property.
Delivery of such information creates no agreement to sell either express or implied. All of the
information disclosed, whether disclosed orally or in writing, by delivery of copies of documents
or other materials or by electronic transmission, by any other method, or by permitting access to
and inspection of records, is hereinafter referred to as the "Property Documents". The term
"Property Documents" shall be deemed also to include all cash flow information, analyses,
studies or other documents prepared by the Reviewer or its representatives containing or based in
whole or in part on any information furnished by OWNER or any of its representatives or agents.

2. Confidentiality

The Property Documents and all related information furnished by OWNER or any of its
representatives or agents (collectively, the “Property Documents” or "Confidential Information")
to the Reviewer or its directors, officers or employees, or outside attorneys, accountants or
financial advisors (collectively, "Representatives") shall not be (i) duplicated or (ii) used for any
purpose other than evaluating the potential purchase of the Real Property. The Reviewer agrees
to keep all Confidential Information strictly confidential. Confidential Information may be
disclosed only to those employees or outside Representatives who, in the Reviewer's considered
judgment, need to know such information for the purpose of evaluating the Real Property. The
Reviewer shall direct all of its Representatives to keep all such information in the strictest
confidence and to use the Confidential Information only for the purpose of evaluating a possible
purchase of the Real Property. Any disclosure by a Representative shall be deemed made by,
and be the responsibility of, the Reviewer.

3. Non-Reliance

The Reviewer agrees that the Property Documents and all other Confidential Information shall
be utilized only in connection with the Reviewer’s investigation and review of the Real Property
to evaluate the feasibility of purchasing the Real Property. The Property Documents and all
Confidential Information may not be relied on by the Reviewer or any outside party for any
purpose, including, but not limited to, the securing of financing necessary to purchase the Real

4. Written Notice

In the event that the Reviewer or its Representatives are requested or become legally compelled
to disclose any of the Property Documents or Confidential Information or the fact that the
Confidential Information has been made available to the Reviewer or that discussions or
negotiations between the Reviewer and OWNER are taking place, the Reviewer agrees to
provide OWNER with prompt written notice of such request so that OWNER may seek a
protective order or other appropriate remedy or waive compliance with the provisions of this

5. Return of Property Documents and Confidential Information

Upon the request of OWNER, the Reviewer shall promptly deliver to OWNER all Property
Documents and Confidential Information furnished to the Reviewer, whether furnished before or
after the date of this Agreement, without retaining copies thereof. The Reviewer shall destroy
any compilations, studies, notes or other documents or records which contain or reflect the
Property Documents or Confidential Information relating to the Real Property if such is not
acquired by the Reviewer. The obligations of confidentiality and secrecy contained in this
Agreement shall continue to apply to the Reviewer and its Representatives and be binding and
enforceable upon the Reviewer and its Representatives following the return to OWNER of the
Property Documents and Confidential Information.

6. No Representation or Warranty

Reviewer acknowledges and understands that the Property Documents and Confidential
Information have been prepared by parties other than OWNER. The OWNER makes no
representation or warranty whatsoever, express or implied, as to the completeness, content or
accuracy of the Property Documents and the Confidential Information.
7. Indemnification and Release

Reviewer specifically releases OWNER, its lender(s), its employee’s, and its agents/auctioneer’s
from all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and
expenses (including attorneys’ fees whether suit is instituted or not), whether known or
unknown, liquidated or contingent asserted against or incurred by Reviewer by reason of the
information contained in, or that should have been contained in the Property Documents or the
Confidential Information, however, the foregoing shall not apply to any claims resulting from
any intentional misstatements or willful misconduct by OWNER.

The Reviewer further indemnifies and holds harmless OWNER against any and all claims,
damages, losses, liability or expenses, including reasonable attorneys' fees, that may result as a
breach of this Agreement by the Reviewer, or its officers, directors, employees or

8. Equitable Relief

OWNER shall be entitled to equitable relief, including injunction, in the event of any breach of
the provisions of this Agreement, in addition to all other remedies available at law or in equity.
If litigation should be necessary to enforce this Agreement, OWNER shall be entitled to recover
from the Reviewer all costs of such litigation, including reasonable attorneys' fees, in addition to
any other relief to which it is entitled.

9. Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the state
of Idaho.

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Signatures Begin on the Following Page

IN WITNESS WHEREOF, this Agreement has been executed effective as of ____day of



By: _________________________________

City/State: ________________________
Zip: ______________________
Phone: ___________________________
Fax: _____________________________
Email: ___________________________

Please provide all contact information in a legible format. No PO

Boxes. Once completed, please fax the entire agreement to Tranzon
Asset Advisors, 270-737-7695 or email to
I, _________________________________ ("Registered Broker/Agent") a Broker/Agent with _______________________________

(Firm Name) hereby registers my Client, (hereinafter the “Buyer)_____________________________________________ with

Tranzon Asset Advisors for the Auction of the property located at: ___________________________________________________


1. If my Buyer is the Successful Bidder at the Auction, I will receive a flat referral of TWO (2 %) OF THE HIGH BID PRICE. It is
understood and agreed that Buyer must acknowledge my representation by signing this agreement and provide an opening bid that
may or may not be utilized by the auctioneer. Referral fee will be paid upon closing under the Terms of the Purchase Agreement. It
is understood and agreed that no referral fee or compensation whatsoever shall be due unless and until each of the following
conditions has occurred:
(i) my delivery of this Broker Registration agreement to Tranzon Asset Advisors (retain a copy for your files)
(ii) execution by Buyer and ratification by Seller of the Purchase Agreement; and
(iii) actual and final closing of title as evidenced by execution, delivery, and recording (where Applicable) of all closing instruments,
and payment in full of the purchase price specified in the Purchase Agreement.
It is further understood and agreed that if for any reason whatsoever the sale is not finally closed, including acts, omissions, or
negligence on the part of the Seller and/or Auctioneer, Auctioneer and Seller are relieved from any and all liability, claim or charge
whatsoever, and no referral fee or other compensation shall be due or payable to the agent. If my Buyer defaults under the Purchase
Agreement and said default results in forfeiture of the Deposit (as defined in the Purchase Agreement), or any portion thereof, or
Buyer pays or becomes liable for damages to Seller, I shall not be entitled to any portion of such forfeited deposit(s) or damages. In
the event a commission reduction is required to consummate a sale, Tranzon Asset Advisors reserves the right to proportionately
reduce the commission herein.
2. I hereby represent and warrant that I am, (a) a duly licensed real estate Broker/Agent (b) serving only as a Broker in this
transaction, not as a principal, investor or lender; and (c) my Buyer has no principal or ownership interest in my brokerage and is not
a member of my immediate family (self, spouse, child, parent).
3. I understand that a prospective purchaser may only be represented by one Broker/Agent. Tranzon Asset Advisors shall recognize
only the first registration received to our office.
4. It is understood and agreed that this registration agreement is valid only for the day of the Auction and expires upon conclusion of
the Auction, unless my client is the successful Bidder at the auction. Any strikes or changes to any provisions or clauses by
Broker/Agent/Buyer will make this entire agreement null and void.


1. I hereby acknowledge that the within named Broker/Agent is my sole and exclusive representation in this matter.
2. That I shall NOT withdraw or rescind my opening bid prior to or following the start of the auction.


__________________________________________ _____________________________Lic #:_________________

Print Name Print Name
__________________________________________ ___________________________________________________
Signature of Client (required for acceptance) Signature
___________________________________________ __________________________________________________
Address City State Name of Real Estate Company
___________________________________________ __________________________________________________
Address City State
___________________________________________ ______________________________________________
Email Email

(____)___________________ (_____)________________ (_____)__________________

Telephone Telephone Fax

This registration is accepted and confirmed by Tranzon Asset Advisors:_________________________________

Tranzon Asset Advisors Date