NON-CIRCUMVENTION & NON-DISCLOSURE

5 West 37th Street, 12th Floor | New York, NY 10018 | P : (212)500-1900 | www.spiregroupny.com

Please select the Spire Agent you are working with:

Parties to Agreement:

Buyer’s Name:

In furtherance and consideration of the mutual covenants herein below, (“Buyer”) and related parties collectively, their employees, subagents, partners, associates, affiliates and/or assigns and Spire Group Inc.., represented by , (Parties) and do hereby agree as follows:

  • NON-CIRCUMVENTION: and Consultants agree that for a period of two (2) years following the effective date of this Agreement, and for a period of one (1) year following the last transaction of series of transactions amongst the parties, whichever is longer, buyer shall not, either directly or indirectly:
    • Make contact or attempt to make contact, solicit or attempt to solicit, negotiate or attempt to negotiate, enter into or attempt to enter into any agreement, transact or attempt to transact any business in any way whatsoever with the Owners of the Property, including but not limited to their employees, subagents, partners, associates, affiliates (“Owner”), without permission of consultants and/or,
    • Commit any other acts, directly or indirectly, which would adversely affect in any way whatsoever, circumvent, compromise, or undermine the Consultants’ relationship with Owners.
    • This Non-Circumvention section shall remain in effect regardless of past relationships, if any, between Prospective Buyer and Owner.
  • NON-DISCLOSURE: In Furtherance of each party’s rights hereinafter, the parties agree that they shall not, either directly or indirectly, make known to any third person, firm or other entity, any proprietary information supplied by either party, other than the Prospective Buyer’s attorney, accountant, financial advisor and prospective lender.
  • LIQUIDATED DAMAGES: The parties mutually agree that it would be impractical or extremely difficult to fix, prior to signing this Agreement, the actual damages which would be suffered by either party, if one or more of the parties fails to adhere to his obligations under this Agreement. Therefore the parties mutually agree that if either party breaches any of the terms of this Agreement, the prevailing party shall have the right to reimbursement of all reasonable legal fees plus actual damages, to be determined by an impartial arbitrator.
  • VOLUNTARY AGREEMENT: Each party hereto acknowledges covenants and warrants to the other, upon which the other shall rely in executing this Agreement, each of the following:
    • That it has read and fully understands each and every term and condition of this agreement in its entirety, and the consequences and legal effects thereof, and B. That it has executed this Agreement voluntarily and without duress or undue Influence on the part of any person, firm or entity.
  • NO REPRESENTATION: Each party hereby acknowledges that he and the other parties have not made any warranties, representations or assurances with respect to the subject matter of this agreement except as are contained herein, and that in the execution hereof and in creating this agreement, he has made such legal or factual inquiries or determinations as he deems necessary or desirable and had relied thereon.
  • HEADING: The Article and section headings in no way define, limit, extend or interpret the Scope of this Agreement or of any particular article or section contained herein.
  • ADDITIONAL DOCUMENTS: Each party hereto agrees to execute within knowledge or affidavit if required, any other and all over documents and writings that may be necessary or expedient to achieve the purpose of this Agreement.
  • ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement. This Non-Circumvention/Non-Disclosure and Fee Agreement supersedes any prior written or oral agreements between the parties regarding Non-Circumvention, Non-Disclosure, and Fees.
  • AMENDMENT: This Agreement may be modified or amended if the amendment is made in writing and is signed by all parties.
  • SEVERABILITY: If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become invalid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  • WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce any provision of This Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  • Prospective Buyer agrees to include, in any formal offer to purchase said Property by Prospective buyer, a requirement stipulating that the amount of fees referenced below in Paragraph 14 be set aside in escrow from the amount of the good faith cash down payment, And paid to said Broker/Consultants at close of escrow. Said fees are not owed if the Purchase and sale of the property and the escrow fail and fail to close.
  • Pursuant to New York Commercial Lien Disclosure Law: Prospective Buyer is hereby Informed that Consultants have the right to file encumbrances and mechanics liens against A property and against escrow funds related in any way to said property for collection of Fees and commissions mutually agreed to in writing involving the sale and purchase of Said Property.
  • Purchaser agrees to pay a total fee in the amount of from the final purchase price to Spire Group Inc. at the time of Closing of escrow if, and only If, Prospective Buyer purchases of the Mortgage/note and/or said Property and escrow closes. No other person or persons shall have any Claim or entitlement to said Fee as referenced herein.

(In witness, all parties have agreed to the terms and executed this Agreement

Buyer Name:

Date:

Buyer Signature

I understand and agree with the all the information and policies aforementioned.

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