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Confidentiality Agreement - Newmark Knight Frank

Confidentiality Agreement - Newmark Knight Frank

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Development of hot-melt extrusion as a noveltechnique for the formulation of oral solid dosageformsByMohammed Maniruzzaman [B.Sc. (Hons)]A thesis submitted to the University of Greenwich in partial fulfilment for the Degree ofDoctor of PhilosophyNovember 2012School of ScienceUniversity of Greenwich, UK


8. The provisions of this <strong>Agreement</strong> shall remain in effect with respect to any or allEvaluation Material until the earliest of (i) the date such Evaluation Material is no longer EvaluationMaterial within the meaning of this <strong>Agreement</strong>, or (ii) the date that a transaction is closed betweenOwner and us, or (iii) five (5) years from the date of this <strong>Agreement</strong>.9. In the event that we or any Related Parties are required to disclose any EvaluationMaterial under the terms of a subpoena or order issued by a court of competent jurisdiction or agovernmental or administrative body, we shall immediately notify Agent and Owner of the existence andcircumstances surrounding such requirement so that Owner may seek an appropriate protective order orother appropriate remedy. In the event that such protective order or other remedy is not obtained, weshall (i) consult with Owner in all matters with respect to responding to such requirement, (ii) takereasonable steps to assure that the Evaluation Material is accorded confidential status if disclosure isultimately required, and (iii) confine the portion of the Evaluation Material released to only what isabsolutely necessary to comply with subpoenas or court orders.10. If acting as a “Principal”, we represent that we are either acting as principals on thistransaction without a broker, or have employed a broker at our sole cost and expense. Therefore, we agreeto indemnify and hold Owner and Agent harmless from and against any and all loss, costs, damages, andjudgments (including without limitation reasonable attorneys’ fees and disbursements and the cost ofenforcing this indemnity) arising from the claim(s) of any brokers (other than Agent) alleging to have dealtwith or through us in connection with the Property. If acting as a broker, we represent that neither Agentnor Owner is responsible for any expenses, fees or commissions to us in connection with the Property.11. We agree that we will not make any public announcements or filings concerning theProperty or our interest in the Property or advertise the Property in any newspaper or other publicationwithout first obtaining the prior written approval of Owner, which may be given or withheld inOwner’s sole discretion.12. We acknowledge that the Property may be offered by Owner or Agent to any third party,at Owner’s sole discretion. Owner reserves the right to accept or reject any offer and is not obligated toaccept the highest offer. This <strong>Agreement</strong> is not an offer to sell and shall not be construed as such. Owneris under no obligation to sell or lease the Unit and/or any interest in the Property by virtue of this<strong>Agreement</strong>. Owner may discontinue the marketing of the Unit and/or any interest in the Property at anytime for any reason or no reason in Owner’s sole discretion and without notice to us. Owner shall have nolegal commitment or obligation to any party reviewing this <strong>Agreement</strong> or the Evaluation Material ormaking an offer to purchase and/or lease the Unit and/or interest in the Property, unless and until suchoffer is approved by Owner (which may be given or withheld in Owner’s sole discretion) and awritten agreement for such transaction has been fully executed and delivered by Owner and thepurchaser/lessee thereunder.13. Time is of the essence in connection with the performance of our obligations under this<strong>Agreement</strong>.14. It is understood and agreed that no failure or delay by Owner in exercising any right,power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercisethereof preclude any other or further exercise thereof or the exercise of any right, power or privilegehereunder.


15. This <strong>Agreement</strong> (i) expresses the undersigned parties’ entire agreement on the matterscovered herein above; (ii) supersedes all prior understandings between us on such matters; (iii) shall begoverned by the internal laws of the state in which the Property is located; (iv) shall be binding on ourlawful successors and assigns; and (v) shall not be altered, supplemented, or terminated except in awriting signed by each of us. An executed original or executed copy of this <strong>Agreement</strong> may be deliveredby hand, by mail, by fax, by e-mail, or by photocopy, and any such method of delivery shall be bindingon the undersigned.Very truly yours,Company NameBy:Name:Title:If represented by a real estate agent or broker:We represent that we are acting as the prospective purchaser’s broker for _________________(Company Name) and we will be bound by this agreement. We represent that neither Agent nor Owneris responsible for any expenses, fees or commissions to us in connection with the Property.Agent’s or Broker’s Company NameBy:Name:Title:

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