Confidentiality\Registration Agreement

Confidentiality/Registration Agreement

This Confidentiality Agreement (“Agreement”) is made and agreed to by Marcus & Millichap (“Broker”) as representative of the Owner of the Subject Property (“Property”), and the person(s) requesting Property information for the Proposed Transaction as defined below (the “Principal”).

Principal has requested information from Broker for the purpose of evaluating a possible acquisition of the Property. Owner has instructed Broker to deliver information concerning the Property, much of which is highly confidential, only to those Principals who sign this Agreement.

The parties agree, in consideration of the covenants and agreements contained herein, as follows:

1.

Principal will not disclose, permit the disclosure of, release, disseminate or transfer, any information obtained hereunder (“Information”) to any other person or entity.

2.

If Principal is a corporation, partnership, limited liability company or other non-natural legal entity, the person(s) signing this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information only to those persons within the entity who have need to know of the information, and who are specifically aware of the Agreement and agree to honor it.

3.

This Agreement applies to all Information received from Broker, now or in the future, which is not readily available to the general public. Principal understands that all information shall be deemed confidential, valuable and proprietary such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to Owner and Broker.

4.

All information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time, or in any manner, be used for any other purpose.

5.

Principal shall not contact directly any persons concerning the Property, other than Broker, without Broker’s or Owner’s written permission. Such persons include, without limitation, Owner’s employees, suppliers and tenants.

6.

Neither Broker nor Owner make any representations or warranty, express or implied, as to the accuracy or completeness of any information provided by them. Principal assumes full and complete responsibility for the reconfirmation and verification of all Information received and expressly waives all rights of recourse against Owner and Broker with respect to the same.

7.

The person(s) signing on behalf of Principal and Broker represent that they have the authority to bind the party for whom they sign.

8.

This Agreement shall be governed and construed in accordance with the laws of the State of [kmg:property-state-full].

9.

Principal agrees to indemnify, defend, protect and hold harmless Broker and Owner against and from any loss, liability or expense, claim or damage, including reasonable attorneys' fees, arising out of any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation for bringing about any investment in the Property.

10.

Non-circumvention. Principal shall use the Confidential Information solely for the purpose of the Proposed Transaction and for no other purpose whatsoever. Principal agrees that any and all inquiries regarding a Proposed Transaction shall be submitted to Broker and that Principal shall not communicate with or contact (or attempt to communicate with or contact) (a) Seller or any of its respective officers, directors, employees, agents, affiliates, representatives, servicers or attorneys, (b) any borrower, guarantor, obligor, lender, or loan servicer of Seller or any of their respective officers, directors, employees, agents, representatives, affiliates or attorneys (or any receiver or trustee appointed by Seller, a lender, loan servicer, court or other person), or (c) any tenant of a mortgaged property or their respective officers, directors, employees, agents, representatives, affiliates or attorneys, without the prior written consent of Broker, which consent may be granted or withheld in Broker’s sole and absolute discretion. If and when it becomes appropriate for Principal to conduct due diligence or otherwise communicate directly with Seller, Broker shall provide Principal with the name and contact information of Seller’s designated representative(s).

Confidentiality/Registration Agreement