CONFIDENTIALITY AND REGISTRATION AGREEMENT
THIS CONFIDENTIALITY AND REGISTRATION AGREEMENT ("Agreement") shall pertain to certain investment information whether furnished before or after the date hereof, and regardless of the manner in which it is furnished (the "Offering Information") to be forwarded to the party signed below ("Receiving Party") regarding the purchase of the property known as Sonic Drive-In I-35 located at 1515 I-35, Bellmead, TX 76705 ("Property").
The Offering Information contains selected information pertaining to the Property and has been prepared by SHOP Concepts LLC dba SHOP Companies ("Broker") on behalf of DCB Realty LLC (“Owner”). The Offering Information does not, however, purport to be all-inclusive or contain all of the due diligence information which a prospective purchaser may require to make an informal acquisition decision. Neither the Owner nor the Broker, or any of their officers, employees, or agents make any representation or warranty expressed or implied, as to the accuracy or completeness of the Offering Information, and no legal liability is assumed to be implied with respect thereto.
The information provided in the Offering Information has been gathered from sources that are deemed reliable, but neither the Owner nor Broker warrants or represents that the Offering Information is true, correct, or complete. Receiving Party is advised to verify information independently as part of its due diligence. The Owner reserves the right to change its price (if any), or any information in the Offering Information or to withdraw the Property from the market at any time, without notice. The Offering Information is not to be construed as an offer or as any part of a contract to sell the Property.
By executing this Agreement, Receiving Party requests the delivery of the Offering Information and agrees that the Offering Information and its contents are confidential, that it will hold and treat the Offering Information in the strictest of confidence, that it will not directly or indirectly disclose, or permit anyone else to disclose, the Offering Information or its contents to any other person, firm, or entity, without prior written authorization of the Owner and Broker, and that it will not use or permit to be used the Offering Information (i) for any purpose other than to evaluate the Property for purchase, or (ii) in any fashion or manner detrimental to the interest of the Owner or Broker. Photocopying or other methods of duplication of the Offering Information is strictly prohibited.
By executing this Agreement, Receiving Party acknowledges and agrees to the following with regard to the Property: (1) Receiving Party is not relying on any verbal or written information provided by Broker in its decision to acquire the Property; (2) the unauthorized disclosure of the Offering Information may cause the Owner or the Broker irreparable harm for which money damages may not be an adequate remedy, and without prejudice to the rights and remedies otherwise available to the Owner or Broker, Owner or the Broker shall be entitled to equitable relief (in addition to any monetary damages) by way of injunction if the Receiving Party or any of their representatives breach or threaten to breach any of the provisions of this Agreement; and (3) Receiving Party shall INDEMNIFY, DEFEND and HOLD HARMLESS the Owner or Broker for any loss, cost or damages incurred by the Owner and the Broker for any breach of this Agreement by Receiving Party or its representatives (including reasonable attorneys' fees).
Owner expressly reserves the right, at Owner’s sole and absolute discretion, to change terms and/or conditions, reject any and all proposals or expressions of interest in the Property, and to terminate discussions with any party at any time with or without notice. The Offering Information shall not be deemed to represent the current status of the Property or constitute an indication that there has been no change in the relevant information relating to the Property since the date of preparation of the Offering Information.
In the event Receiving Party elects not to pursue the purchase of the Property, Receiving Party agrees to immediately return the Offering Information to the Broker at the following address:
Owner or Broker: c/o SHOP Concepts LLC, 4809 Cole Avenue, Suite 330, Dallas, TX 75205
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. Exclusive venue for all legal proceedings brought by either party for the enforcement of this Agreement or the interpretation or construction of the terms and provisions hereof shall be brought in a court of competent jurisdiction in Dallas County, Texas.
In the event that one or more of the provisions in this Agreement shall, for any reason, be held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, such holding shall not affect any other provisions of this Agreement.
This Agreement and contains the entire agreement between Receiving Party, the Owner and Broker concerning the Offering Information. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon Receiving Party, the Owner or the Broker, unless approved in writing by the Owner. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective affiliates, successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The term of this Agreement shall expire upon the second (2nd) anniversary of the Effective Date.
AGREED AND ACCEPTED THIS October 27, 2021 (the "Effective Date").