This document has been approved by the
Kentucky Real Estate Commission. (Sept. 2008)
1
CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to by
______________________________ (“Broker”), exclusive listing broker for the Property, and
_______________________________________ (“Prospective Purchaser and/or Purchaser’s
Agent”) regarding the property known as __________________________________(“Property”).
The obligation of confidentiality undertaken pursuant to this Agreement shall survive the terms
of the Broker’s listing agreement with Owner.
Prospective Purchaser has requested information from Broker for the purpose of evaluating a
possible acquisition of the Property. The Owner of the Property has instructed Broker to deliver
information concerning the Property, much of which is highly confidential, only to those
potential purchasers who sign this Agreement.
The parties agree, in consideration of the covenants and agreements contained herein, as follows:
1. Prospective Purchaser will not disclose, permit the disclosure of, release, disseminate, or
transfer any information obtained hereunder (“Information”) to any other person or entity.
2. If Prospective Purchaser is a corporation, partnership, limited liability company, or other
non-natural legal entity, the person(s) signing this Agreement on its behalf will take all
appropriate precautions to limit the dissemination of the Information only to those persons
within the entity who have need to know of the Information and who are specifically aware
of the Agreement and agree to honor it.
3. This Agreement applies to all Information received from Broker, now or in the future, which
is not readily available to the general public. Prospective Purchaser understands that all
Information shall be deemed confidential, valuable, and proprietary such that its
unauthorized disclosure, even without intent to harm, could cause substantial and irreparable
harm to Owner and Broker.
4. All Information shall be used for the sole purpose of evaluating the potential acquisition of
the Property, and it shall not at any time or in any manner be used for any other purpose.
5. Prospective Purchaser shall not contact directly any persons concerning the Property other
than Broker without Broker’s or Owner’s written permission. Such persons include, without
limitation, Owner’s employees, suppliers and tenants.
6. Neither Broker nor Owner makes any representation or warranty, express or implied, as to
the accuracy or completeness of any information provided by them. Prospective Purchaser
assumes full and complete responsibility for confirmation and verification of all Information
received and expressly waives all rights of recourse against Owner and Broker with respect
to the same.