YPA REALTY INC.
AUTHORIZED AGENT NAME: LOVE DHALIWAL PERSONAL REAL ESTATE CORPORATION
Unit 201 – 13049 76th Avenue, Surrey BC V3W 2V7
Bus: (604) 502 1000 | Fax: (604) 503 8888
(Collectively "YPA")
BACKGROUND FACTS:
A.The Receiving Party has agreed to enter into this Agreement with YPA Realty Inc. and its authorized
agent to further proceed with negotiations in relation to certain confidential real estate investment
opportunities.
B.It is recognized that, in view of the foregoing, it is reasonable and necessary for the parties to enter
into this Agreement.
IN CONSIDERATION of mutual premises and promises set out in this Agreement, the parties hereby agree as
follows:
1.1
The Receiving Party acknowledges being introduced to and has or will receive the names and
confidential information, including but not limited to individuals, prospective investors, buyers,
sellers, investment opportunity(s), property(s), proprietary information, and financial information
(collectively the "Confidential Information") which is the confidential information of YPA Realty Inc.
Due to the nature of the potential transaction including but not limited to a purchase and sale, trade
and any and all assignment(s) the confidential property description has been set out below.
1.2The Receiving Party requested from YPA Realty Inc. the Confidential Information in relation to the
Receiving Party's consideration of a possible transaction in relation to the Property and as such the
Receiving Party shall treat the Confidential Information in accordance with this Agreement and
further shall not use the Confidential Information in any way that could harm Planet or those to
whom the Confidential Information pertains (the "Client").
1.3The Receiving Party shall only use the Confidential Information for the sole purpose of evaluating
the possible transaction(s) between YPA Realty Inc., the Client and the Receiving Party. The
Receiving Party shall keep the Confidential Information and all related correspondence, whether
verbal or written or otherwise, extremely confidential and shall not disclose to any other person or
party in any manner whatsoever, except to the Receiving Party's directors, officers, accountants,
consultants, and solicitors, (collectively the "Evaluators") who need to know this information for the
purpose of evaluating the possible transaction.
1.4The Receiving Party shall inform the Evaluators of the confidential nature of the Confidential
Information and take all necessary steps to ensure that the Evaluators treat the Confidential
Information pursuant to the terms of this Agreement and that if any disclosure is required to be
made, then such disclosure may only be made with the prior written consent from the authorized
agent of YPA Realty Inc.
1.5The Receiving Party shall direct its Evaluators not to disclose to anyone, that discussions or
negotiations are taking place between YPA Realty Inc., the Client, and the Receiving Party, or further
provide any information in relation to any of the terms, conditions or other acts related to any
possible transaction(s) including the status of said transaction.
1.6The Receiving Party shall ensure that it's Evaluators or any other representatives, jointly and
severally, and all present or future affiliated individuals or companies or their officers, directors,
shareholders, principals, employees, heirs, successors, assignees, agents, representatives, hereby
agree not to approach or attempt to deal directly or talk to, including but not limited to the Client orits officers, directors, principals or any other representatives, jointly and severally, and all present or
future affiliated individuals or companies or their officers, principals, directors, shareholders,
employees, suppliers, customers, heirs, successors, assignees, agents, representatives, independent
contractors, and any other parties who are YPA Realty Inc.'s clients.
1.7The Receiving Party shall only deal with the authorized agent(s) of YPA Realty Inc., in relation to the
subject property/business investment.
1.8The Receiving Party and including but not limited to, its officers, directors, principals or any other
representatives, and all present or future affiliated individuals or companies or their officers,
directors, shareholders, principals, employees, heirs, successors, assignees, agents, representatives,
jointly and severally, will not make any effort to circumvent the terms of this Agreement or future
agreements, in an attempt to gain the benefits or considerations granted to YPA Realty Inc. or YPA
Realty Inc.’s business transactions with any other party.
1.9The Receiving Party shall not take any actions where it will directly or indirectly gain any benefit
granted by this Agreement or any Confidential Information in the possession of YPA Realty Inc,
including but not limited to, contracting with or contacting directly or indirectly the parties or clients
introduced by YPA Realty Inc. The Receiving Party understands and acknowledges that if it violates
any clause of this Agreement, it is an interference with YPA Realty Inc.'s ability and right to do
business and thereby irrevocably agree to pay YPA Realty Inc. 5% (five percent) of the total amount
of the transaction as damages, plus all applicable taxes. In addition to the 5% (five percent) in
damages, the Receiving Party irrevocably agrees to pay back to YPA Realty Inc. all fees or
remuneration plus applicable taxes collected without the consent of YPA Realty Inc. If there is any
action or litigation commenced in relation to this Agreement, then YPA Realty Inc. shall be entitled
to recover from the Receiving Party all YPA Realty Inc.'s costs to suit as awarded by a court of
competent jurisdiction on a solicitor client bases including but not limited to: filing fees, court costs,
or arbitration / mediation cost, whether or not YPA Realty Inc. is entitled to recover the costs.
1.10If the Receiving Party does not proceed with the transaction, which is the subject of this Agreement,
within a reasonable time, or at YPA Realty Inc.'s request, then the Receiving Party shall promptly
deliver to YPA Realty Inc.’s authorized agent any of the confidential material in written or
documentary form and shall not retain any copies, extracts or other reproduction in whole or in part
of the same
1.11The parties agree that this Agreement is valid for three (3) years from the date of signing of this
Agreement.
1.12Should any portion of this Agreement be declared invalid or unenforceable, then only that portion
shall be deemed invalid.
1.13Any change or amendment to this Agreement, including oral modification supported by new
consideration, must be reduced to writing and signed by all parties before it will be effective.1.14The parties shall not be deemed to be Partners or Joint Ventures and no party shall be liable for any
other party's commitments or liabilities resulting from execution of this Agreement.
1.15This Agreement may be executed in any number of counterparts, each of which shall constitute one
and the same agreement, whether executed by telefax, email or other facsimile copy any of which
shall have the same force and effect as the original of this document.
1.16The headings in this Agreement are included for reference only and shall not be used in the
interpretation of this Agreement.
1.17This Agreement constitutes the entire agreement between the Parties and supersedes all prior
discussions, negotiations and agreements, whether oral or written. The parties further intend that
this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic
evidence whatsoever may be introduced in any judicial or arbitration proceeding involving this
Agreement.
1.18In this Agreement, the singular includes the plural and vice versa, the masculine includes the
feminine and vice versa, and the personal includes the body corporate and vice versa.
1.19This Agreement is provided for the benefit of YPA Realty Inc. and their client(s), and is provided in
consideration of, and as precondition to, the furnishing and disclosure to the undersigned of the
confidential material and clients.
IN WITNESS whereof the parties have executed this Agreement on the year and date first written
