Confidentiality Agreement - CBRE Marketplace

CONFIDENTIALITY AGREEMENT FOR SIGNATURE
BY PROSPECTIVE PURCHASER
Date
Jack Fraker / Josh McArtor
CBRE, Inc.
2100 McKinney Ave., Suite 7
Dallas, Texas 75201
VIA FAX (214) 919-4004,
EMAIL OR U.S. MAIL
RE:
THE TEXAS INDUSTRIAL PORTFOLIO
1.7 MSF :: 24 QUALITY INDUSTRIAL FACILITIES
4 MARKETS :: D/FW, HOUSTON, AUSTIN & SAN ANTONIO
Ladies and Gentlemen:
This letter will serve to confirm our agreement concerning a certain offering memorandum and other
material, data, and information (herein "Evaluation Material") which you may make available to us for study
in connection with a possible purchase by us of the above-referenced portfolio, hereinafter called the
“Property”.
We may request and you may agree to furnish us with the Evaluation Material in connection with
discussions and negotiations concerning a possible transaction involving the Property only on the conditions
that we treat such Evaluation Material confidentially and confirm certain representations to you. Therefore,
as a prerequisite to your furnishing to us the Evaluation Material, we hereby represent and agree as follows:
1. The Evaluation Material furnished to us will be used by us solely for evaluating a possible
transaction exclusively for our own account, as principal in the transaction, and not as a
broker or agent for any other person. Therefore we agree to keep all Evaluation Material
strictly confidential; provided, however, that any such Evaluation Material may be disclosed
to our directors, officers, or employees, as well as our counsel, accounting firms, and financial
institutions, who need to know such information for the purpose of assisting us with our
possible purchase of the Property. Such directors, officers, lawyers, financial institutions and
accountants shall be informed by us of the confidential nature of such information and shall
be directed by us to treat such information with strict confidence.
We agree not to copy or duplicate the Evaluation Material and to return the Evaluation
Material to you promptly if we decide not to go forward with discussions or if requested by
you. We agree that the owner of the Property ("Owner") and CBRE, Inc. ("CBRE") will have
no adequate remedy at law if we violate any of the terms of this Agreement. In such event,
the Owner or CBRE will have the right, in addition to any other right the Owner or CBRE
may have, to seek injunctive relief to restrain any breach or threatened breach by us or
specific enforcement of such terms.

In addition, we agree that we will not disclose and we will direct our representatives who are
given access to the Evaluation Material in accordance with the terms hereof, not to disclose to
any person, the fact that the Evaluation Material has been made available to us, that
discussions or negotiations among us, the Owner, and CBRE are now taking place or will
take place, or any of the terms, conditions, or other facts with respect to the possible
acquisition of the Property.
2. Although you have endeavored to include in the Evaluation Material information which you
believe to be relevant for the purpose of helping us in our evaluation of the Property for
possible purchase, we understand and acknowledge that neither the Owner nor CBRE make
any representation or warranty to us as to the accuracy or completeness of the Evaluation
Material. We agree that the Owner and CBRE shall not have any liability to us as a result of
our use of the Evaluation Material, and it is understood that we are expected to perform and
are responsible for such due diligence investigations and inspections of the Property,
including investigation of any environmental conditions, as we deem necessary or desirable
and as permitted by agreement with the Owner.
3. We also represent that no broker or agent represents us or will represent us in any possible
transaction involving the Property.
Very truly yours,
Company (Please print name)
By:
Title:
Address:
(Please print name)
E-mail address:
big tex portfolio\combined CA

OUTSIDE BROKER COMMISSION AGREEMENT
DATE
Jack Fraker / Josh McArtor
CBRE
2100 McKinney Avenue, Suite 700
Dallas, Texas 75201
VIA FAX (214) 919-4004,
Email or U.S. Mail
Re:
Proposed Sale by Sealy & Company, Inc. (hereinafter referred to as "Owner") to
________________________ as proposed Purchaser (hereinafter referred to as "Purchaser"), of
310-460 Mockingbird; 3000 Quebec; and 4800 Lakawana, Dallas, Texas; Addison Business
Park, 15160-15160 Marsh Lane, 15182-15190 Marsh Lane, 3704-3732 Arapaho Road, 3744
Marsh Lane, 3770-3794 Arapaho Road, and 15167-15177 Business Avenue, Addison, Texas;
1303 Marsh Lane, 2727 Realty and 1050-1100 Venture, Carrollton, Texas; 1050-1170 Silber,
Hillshire Village, Texas; 9360-9364 Wallisville and 8790 Wallisville, Houston, Texas; 2525-
2535 Brockton, Austin, Texas and 9315 Broadway, Alamo Heights, Texas, hereinafter from
time to time referred to as the "Property."
Ladies and Gentlemen:
This letter will confirm our agreement concerning the payment of a commission to
(hereinafter referred to as "Broker") in consideration for Broker's
services rendered in connection with the above-referenced proposed sale (hereinafter referred to as
"Proposed Sale") as follows:
Broker represents that it has been authorized to negotiate the above-referenced Proposed Sale on
Purchaser's behalf and, if requested, Broker shall submit appropriate documentation of
such authorization satisfactory to CBRE, Inc. (“CBRE”) and/or the Owner.
Broker acknowledges and agrees that all information which Broker shall receive in connection
with the Property and the Proposed Sale shall be confidential and Broker shall not disclose
such information to any party (other than Purchaser and only after Purchaser has provided
CBRE with a confidentiality agreement satisfactory to the Owner and CBRE) without the
Owner’s prior written consent. All plans, specifications, data, information, and the like
concerning the Property, delivered to Broker or Purchaser, shall remain the property of the
Owner and shall be returned to the Owner upon request.
Broker acknowledges and agrees that the Owner shall have the unrestricted right, in its sole
discretion, to reject, for any reason whatsoever, any and all offers submitted on behalf of
the Purchaser and, at any time, to discontinue, for any reason whatsoever, or cause Broker
to discontinue negotiations with the Purchaser and to refuse, for any reason whatsoever, to
enter into a Proposed Sale with the Purchaser, all without incurring any liability or
obligation to Broker for a commission or other compensation in connection therewith.

Broker acknowledges that the Owner has not agreed to reserve the Property for the
Purchaser, and Broker agrees that the Owner shall be free to negotiate with other
purchasers for the sale of the Property and to deal with other brokers, purchasers,
and persons for that purpose.
Any offers and inquiries in connection with the Proposed Sale shall be forwarded to CBRE at its
address hereinabove set forth, for CBRE’s review and submission to the Owner.
In the event that the Proposed Sale is consummated by a closing and transfer of title from the
Owner to Purchaser, Broker agrees that all brokerage commissions, finders fee, and other
compensation to which Broker may be entitled to in connection with the Proposed Sale
shall be paid to Broker by Purchaser and Broker agrees to look to Purchaser solely for such
payment. Broker hereby acknowledges that neither CBRE nor the Owner has any
obligation or responsibility for such commissions, fees and other compensation to Broker
relating to the Proposed Sale.
Broker agrees that it will not advertise the Proposed Sale transaction, nor place any notice thereof
in any newspaper or other publication without first obtaining the prior written approval of
the Owner.
Broker agrees that Broker will not contact the tenants, leasing agents, or property management
staff of the Property in connection with the Proposed Sale. Any and all questions related
to the Property must be directed to the Owner. Furthermore, Broker agrees that Broker
will not go to the Property without the prior permission of the Owner and, if given, Broker
must be accompanied by a representative of the Owner or CBRE.
Broker represents and warrants that Broker is duly licensed as a real estate broker in the State or
States where the property is located.
Broker represents and warrants that Broker is the sole broker, other than the Owner’s agents and
CBRE, who introduced the Purchaser to the Property, and Broker agrees to indemnify and
hold the Owner and CBRE, their successors and assigns, harmless from and against any
and all liability, loss, cost, damage or expense, including reasonable attorneys' fees, arising
directly or indirectly, in whole or in part out of any claim, demand or proceeding for a real
estate brokerage commission, finder's fee or other compensation made by any other person
or entity involving the Proposed Sale.
This agreement shall be governed by the laws of the State of Texas and the states where the
properties are located. This agreement represents the entire and integrated agreement
between Broker and CBRE and shall inure to the benefit of the Owner with respect to the
subject matter hereof and may not be amended or supplemented verbally but only by a
written instrument duly executed by the party to be charged.
This agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors, and assigns.

If the foregoing accurately sets forth our agreement, please sign and return the enclosed copies of this
letter.
Very truly yours,
PURCHASER
(Print name of company)
By:
Title:
Address:
E-mail Address:
BROKER
(Print name of company)
By:
Title:
Address:
E-mail Address:
AGREED TO:
CBRE, INC.
By:
Jack Fraker
Vice Chairman & Managing Director
big tex portfolio\combined CA

Information on Brokerage Relationships
Before working with a real estate broker, you should know that the duties of the broker to you depend upon whom the broker represents. If you are a
prospective seller or landlord (Owner) or a prospective buyer or tenant (Buyer), you should know that the broker who lists the property for sale or lease is the
Owner's agent. A broker who acts as subagent represents the Owner through the listing broker, and a broker who acts as a buyer's agent represents the Buyer.
A broker may not represent both an Owner and a Buyer in the same transaction unless both Owner and Buyer consent in writing to the representation. A
broker can assist in locating a property, preparing a contract or lease, or obtaining financing without representing you. Brokers are obligated by law to treat
you honestly and fairly.
IF THE BROKER REPRESENTS THE OWNER: The broker typically becomes the Owner's agent by entering into a listing agreement with the Owner or by agreeing
to act as a subagent through a listing broker. A subagent may work in a different real estate office. A listing agent or subagent can assist the Buyer but does
not represent the Buyer. A listing agent or subagent must place the interests of the Owner first. The Buyer should not tell a listing agent or subagent anything
the Buyer would not want the Owner to know, because a listing agent or subagent must disclose to the Owner any material information he or she knows.
IF THE BROKER REPRESENTS THE BUYER: The broker typically becomes the Buyer's agent by entering into an agreement to represent the Buyer. A Buyer's
agent can assist the Owner but does not represent the Owner. A Buyer's agent must place the interests of the Buyer first. The Owner should not tell a Buyer's
agent anything the Owner would not want the Buyer to know, because a Buyer's agent must disclose to the Buyer any material information he or she knows.
IF THE BROKER REPRESENTS BOTH: A broker may not act as an agent for more than one party to a transaction unless the broker complies with specific
requirements established by law. In addition to providing the parties with this form, the broker must enter into a written agreement with each party which
authorizes the broker to represent more than one party and sets forth who will pay the broker's fee. The broker is required to treat both parties honestly and
impartially so as not to favor one party or work to the disadvantage of any party. Unless written permission from the appropriate party is obtained, the broker
is prohibited from disclosing: (a) that the Owner will accept a price less than the asking price; (b) that the Buyer will pay a price greater than the price
submitted in a written offer; (c) any confidential information; or (d) any other information a party specifically instructs the broker in writing not to disclose,
unless disclosure is required by law. The broker's duties are more limited if he or she represents both parties. There are potential conflicts of interest when a
broker represents more than one party. The broker is obligated to inform each party of all facts the broker knows which would affect the party's decision to
permit the broker to represent both the Owner and the Buyer. For example, the broker would inform the Owner if the broker expects to represent the Buyer in
purchasing additional properties in the near future.
IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with the Texas Real Estate License
Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the
broker and, in conspicuous bold or underlined print, set forth the broker’s obligations as an intermediary. The broker is required to treat each party honestly
and fairly and to comply with the Texas Real Estate License Act. A broker who acts as an intermediary in a transaction:
1) Shall treat all parties honestly;
2) May not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner;
3) May not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the
buyer; and
4) May not disclose any confidential information or any information or any information that a party specifically instructs the broker in writing not to
disclose unless authorized in writing to disclose the information or required to do so by the Texas Real Estate License Act or a court order if the
information materially relates to the condition of the property.
With the parties’ consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License
Act and associated with the broker to communicate with and carry out instructions of one party, and another person who is licensed under that Act and
associated with the broker to communicate with and carry out instructions of the other party.
If you choose to have a broker represent you, you should enter a written contract that clearly establishes the obligations of both you and the broker and that
sets out how and by whom your broker will be paid. You have the right to choose the type of representation you wish to receive. Payment of a fee to a broker
does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should
resolve those questions before going further. Regardless of the agency relationships that may be established, you have the responsibility to protect your own
interests. Once you have read and discussed this information with the broker, please acknowledge your receipt of a copy of this form. Your cooperation will
help the broker to comply with the rules of the Texas Real Estate Commission. The broker is required to provide this form to you and disclose below whom the
broker represents. This form is to be used in residential, commercial and other types of real estate transactions.
TEXAS LAW REQUIRES THAT ALL REAL ESTATE LICENSEES PRESENT THIS INFORMATION TO PROSPECTIVE SELLERS, LANDLORDS, BUYERS, OR TENANTS.
ACKNOWLEDGEMENT OF RECEIPT OF AGENCY DISCLOSURE FORM: I acknowledge I have received a copy of this form. I understand that agreements I may
sign may affect or change agency relationships and that the broker may only represent both the Owner and the Buyer with their full knowledge and consent.
OWNER (LANDLORD), OR BUYER (TENANT), OR AUTHORIZED REPRESENTATIVE
By:
Date:
THIS FORM IS PROMULGATED BY THE TEXAS REAL ESTATE COMMISSION FOR MANDATORY USE BY REAL ESTATE LICENSEES. BROKERS MUST CONDUCT TRANSACTIONS WITHOUT
REGARD TO RACE, COLOR, SEX, RELIGION, HANDICAP, FAMILIAL STATUS OR NATIONAL ORIGIN. TREC AGENCY DISCLOSURE FORM NO. 3 (08-93).