Account Registration

Thank you for your interest regarding this property. You must be registered to access the additional information. If you have previously registered, then enter your username and password in the left hand box. If you are not registered, please complete the form below. An email confirming your registration and account information with be sent to the email address in which you provide.

Title

First Name *

Last Name *

Email *

Password *

Phone *

Company *

Work Address *

City *

State *

Zipcode *

Country *

// CONFIDENTIALITY AGREEMENT //
    This Confidentiality Agreement (“Agreement”) is entered into by and among Cell At Auction, LLC (“CellatAuction.com”), the owner of the confidential information referenced herein (“Owner”) and the party executing this Agreement (“Bidder”), and is effective as of the date executed and accepted by Bidder pursuant to the last paragraph hereof.
    WHEREAS, Cell At Auction LLC. provides marketing and auction services to owners of (1)Towers (and sometimes the underlying real estate), (2) Antenna Leases and License Agreements & (3) Rent and licensee fee streams (collectively, the “Site”), and in connection therewith makes available to prospective bidders certain Confidential Information (as defined hereinafter) related to the Site; and WHEREAS, Bidder desires to gain access to the Confidential Information and CellatAuction.com and Owner are willing to provide access to Bidder following Bidder’s agreement to the terms hereof.
    1. For purposes of this Agreement, “Confidential Information” shall mean any and all information provided to Bidder by Owner in connection with the Site, including, but not limited to, Site information, tenant information, leasing information, financial information, and trade secrets.
    2. The Confidential Information is proprietary, secret, and confidential and is only being disclosed to Bidder in conjunction with Bidder’s interest in purchasing the Site and for no other reason. Bidder agrees that the Confidential Information shall be utilized only in connection with the Bidder’s investigation and review of the Site to evaluate the feasibility of purchasing the Site. The Confidential Information may not be relied on by the Bidder or any outside party for any purpose, including, but not limited to, the securing of financing necessary to purchase the Site.
    3. Bidder shall review and maintain the Confidential Information in accordance with the following terms and conditions.
    (a) Bidder agrees to treat all Confidential Information as confidential and not to disclose the same to any third party without the prior written consent of CellatAuction.com and Owner other than to Bidder’s (i) employees, directors, members or managers (all on a need to know basis), or (ii) attorneys, accountants, financial advisors and other consultants (collectively (i) and (ii) being, the “Representatives”). Bidder shall advise the Representatives of their obligations under this Agreement prior to disclosing any of the Confidential Information to the Representatives and shall be responsible for the actions of its Representatives.
    (b) Should Bidder or any of the Representatives breach any of the terms of this Agreement, then Bidder and the Representatives shall be jointly and severally liable for all damages, costs, fees and expenses resulting from such breach.
    (c) All of the Confidential Information shall be kept and maintained in a safe and secure place with adequate safeguards to insure that unauthorized persons do not have access to the Confidential Information.
    (d) Any oral discussions between CellatAuctionn.com and Bidder or its Representatives related to the Sites or the Confidential Information shall be kept secret and confidential and are deemed to be Confidential Information.
    (e) After the termination of this Agreement, Bidder shall promptly return all the Confidential Information, including all work products (including all copies, redactions, notes, summaries, analyzes) of Bidder containing Confidential Information, to CellatAuction.com or Owner, and agrees not to retain any copies made by Bidder of same. Bidder shall certify that all Confidential Information and copies, redactions, notes, summaries, analyze or extracts thereof have been returned.
    (f) Bidder agrees to immediately notify Owner in writing of any misuse or misappropriation of the Confidential Information or violation of this Agreement that may come to its attention.
    4. Notwithstanding anything to the contrary herein, Bidder shall have no obligation to preserve the confidentiality of any information that:
    (a) Was actually and demonstrably previously known to Bidder free of any obligation to keep it confidential as shown by Bidder's written records, so long as the Bidder did not receive such information directly or indirectly from Owner, CellatAuction.com or any of its agents;
    (b) Is or becomes publicly available, by other than unauthorized disclosure;
    (c) Is independently developed by Bidder without knowledge of the Confidential Information as shown by Bidder's written records;
    (d) Is disclosed to third parties by Owner without restriction; or
    (e) Is lawfully received by Bidder from a third party whose disclosure would not violate any confidentiality or other legal obligation.
    5. Neither Bidder nor its Representatives shall contact, or attempt to contact, any Owner, Owner’s employees and agents, property manager, tenant, borrower, guarantor or any other party related to the Site other than CellatAuction.com without the prior, written consent of CellatAuction.com.
    6. No liability shall arise under this Agreement due to Bidder's disclosure of Confidential Information made pursuant to judicial or governmental order, provided Bidder notifies CellatAuction.com and Owner as soon as possible and in any event prior to such disclosure and cooperates with CellatAuction.com and Owner in the event that either of them elects to legally contest and avoid such disclosure.
    7. Bidder agrees that it does not acquire any title, ownership, or other intellectual property right or license in or to the Site or Confidential Information under this Agreement.
    8. Bidder hereby represents and warrants to CellatAuction.com and Owner that Bidder is a substantial, sophisticated purchaser having such knowledge and experience in financial and business matters, and in particular in matters relating to the purchase, sale, origination or ownership of telecommunication Sites, that Bidder is capable of evaluating the merits and risks of investment in the Sites and understands and is able to bear the economic risks of such a purchase (including a total loss of its investment and the risk that Bidder might be required to hold the Site for an indefinite period of time).
    9. By entering into this Agreement, Bidder hereby acknowledges that CellatAuction.com and/or Owner may perform a credit check or other investigation to verify the accuracy of any statement made by Bidder herein.
    10. The obligations of this Agreement with respect to the disclosure of Confidential Information shall survive for a period of three (3) years from the date of this Agreement except for true trade secrets which by their nature shall remain confidential indefinitely.
    11. This Agreement may be terminated by CellatAuction.com or Owner upon thirty (30) days prior written notice provided, however, that this Agreement may be terminated immediately and the return of all Confidential Information will be demanded by CellatAuction.com or Owner upon written notice in the event that Bidder or its Representatives breach any term of this Agreement.
    12. In the event Bidder or its Representatives breach, or threaten to breach, any of the covenants expressed herein, the damage to CellatAuction.com and Owner will be great and irreparable and difficult to quantify; therefore, CellatAuction.com and/or Owner may apply to a court of competent jurisdiction for injunctive or other equitable relief, without the necessity of posting a bond or other security, to restrain such breach or threat of breach, without disentitling CellatAuction.com or Owner from any other relief in either law or equity. CellatAuction.com and/or Owner shall also be entitled to receive any and all damages as well as prompt reimbursement from Bidder for all reasonable attorneys’ fees and expenses and court costs incurred by CellatAuction.com and/or Owner in enforcing this Agreement.
    13. Bidder and its Representatives specifically release CellatAuction.com and Owner from all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and expense (including attorneys’ fee whether suit is instituted or not) whether known or unknown, liquidated or contingent (“Claims”), asserted against or incurred by Bidder or its Representatives by reason of the information contained in, or that should have been contained in, the Confidential Information. The Bidder and its Representatives further agree that they will indemnify and hold harmless CellatAuction.com and Owner from all Claims arising from the breach of this Agreement by Bidder or its Representative.
    14. This Agreement merges and supersedes all prior Agreements between the parties hereto, and shall be governed by, and construed in accordance with, the laws of the State of Illinois, excluding its principles of conflicts of laws. The parties hereto agree that the sole venue for any action related to this Agreement shall be in the exclusive forum of the Federal District Court for the Northern District of Illinois Eastern Division and the parties hereby irrevocably submit to the jurisdiction and venue of said court.
    15. This Agreement shall not be assigned by any party hereto without the express prior written consent of the other parties.
    16. WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND DOCUMENTATION DISCLOSED HEREUNDER, CELLATAUCTION.COM AND OWNER DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY EXPRESS OR IMPLIED WARRANTY AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF SUCH CONFIDENTIAL INFORMATION AND DOCUMENTATION. CellatAuction.com and Owner accept no responsibility as a result of any expenses, losses, damages, or actions incurred or undertaken by Bidder or its Representatives as a result of the their receipt or use of any Confidential Information and make no representation or warranty regarding the accuracy, truth or completeness of any of the Confidential Information.
    17. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of any subsequent breach.
    The parties hereto acknowledge that Bidder is executing this Agreement by accepting the terms hereof when Bidder hits the “ACCEPT” button as part of Bidder’s request to access the Confidential Information on CellatAuction.com’s website located at www.cellatauction.com. Such form of acceptance by Bidder is binding and Bidder acknowledges that Bidder has had an opportunity to review and understands the terms of this Agreement and this Agreement shall be binding and enforceable pursuant to Electronic Signatures in Global and National Commerce Act ("E-Sign Act"), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act ("UETA") and applicable state laws.
    C-III 03222011

I have read and accept the Cell at Auction Confidentiality Agreement