Confidentiality Agreement – Heritage Plaza

CONFIDENTIALITY AGREEMENT

The undersigned (the “Agreeing Party”) is interested in receiving information and material concerning the property known as the Heritage Plaza, located at 31900 Mission Trail, City of Lake Elsinore, County of Riverside, State of California (the “Property”) to review and evaluate the possible purchase (the “Potential Purchase”) of the Property between the Agreeing Party and the owner (“Owner”). By accepting this Confidentiality Agreement (“Agreement”) and the Evaluation Materials (as defined below), the Agreeing Party agrees as follows:

1. Confidentiality: Any information and material regarding the Property (collectively, the “Evaluation Materials”) supplied to Agreeing Party by Owner, and/or Broker and/or any of their representatives (taken together, the (“Owner Parties”) will be used by the Agreeing Party only to determine its interest in the possible acquisition of the Property. The Agreeing Party expressly warrants that it will not use the Evaluation Material for any other purpose. Agreeing Party will keep all Evaluation Materials completely confidential; however, Agreeing Party may make said Evaluation Materials available to such persons or entities that are working for or on behalf of Agreeing Party with respect to the Potential Lease/Purchase/Joint Venture of the Property (all such persons or entities are collectively referred to as “Related Parties”); provided, however, that the Agreeing Party shall notify all such Related Parties of the confidential nature of the Evaluation Material and shall direct and cause such Related Parties to keep all of said material and information in the strictest confidence and in accordance with the provisions of this Agreement. Notwithstanding anything herein to the contrary and in all events, Agreeing Party will be responsible for such Related Parties’ adherence with the confidentiality conditions herein.


2. Broker Commissions: Agreeing Party shall pay all fees due the Broker in connection with the Lease/Sale/Joint Venture of the Property. Agreeing Party acknowledges that it is a principal or an investment advisor acting in a fiduciary capacity on behalf of a principal in connection with the possible purchase of the Property. Agreeing Party agrees that it will not look to any of the Owner Parties for any commissions, fees or other compensation in connection with the sale of the Property. Agreeing Party represents to Owner Parties that it has not had any correspondence regarding the Property with any other broker or agent other than the Broker. Agreeing Party herein agrees to indemnify and hold harmless each of the Owner Parties against any and all costs, loss, liability or expense, including attorneys’ fees, arising from claims by any other broker or other parties claiming to have had dealings with Agreeing Party in connection with the sale of the Property. The brokerage commissions due are set forth in the attached Client Representation Agreement.


3. No Representations by Owner Parties.None of the Owner Parties make any representations or warranties as to the accuracy or entirety of the Evaluation Materials or that actual investment results or returns will conform to any projections contained therein. Owner and Broker expressly disclaim any and all liability for representations or warranties, express or implied, contained in the Evaluation Materials, or in any other written, oral or other correspondence transmitted or made available to Agreeing Party by Owner Parties, including, without limitation, computer or email produced material containing files with financial data or projections.


4. Communication with Tenants & Site Visits:Agreeing Party will not communicate with Property tenants or enter the Property without the prior written consent of Owner or the Exclusive Listing Broker.


5. No Obligation: This Agreement provides no rights to the Agreeing Party with respect to the Potential Lease/Purchase/Joint Venture contemplated herein and Owner is under no legal obligation of any kind with respect to the Potential Lease/Purchase Joint Venture by virtue of this Agreement or the delivery of any Evaluation Materials. Only a binding written agreement executed and delivered by all parties thereto will confer any rights or obligations to said parties.


6. Applicable Law: California law shall govern this Agreement.

I agree to the terms of the above Confidentiality Agreement as it relates to the sale of the property commonly known as Heritage Plaza, located at 31900 Mission Trail, in the City of Lake Elsinore, County of Riverside, State of California. Electronic Signatures: I agree that by selecting this box and submitting my electronic signature below I am signing a legally binding document. My electronic signature is intended to authenticate this writing and to have the same force and effect as a manual signature. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature. Signature *

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