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CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (“Agreement”) is made and entered into this __ day of ___________, 2025by and between MAP GROUND LEASE OWNER LLC, a Delaware limited liability company (“Brandywine”), and_____________________, a ____________ (“Recipient”).A. Recipient has requested certain information from Brandywine in connection with Recipient’spotential acquisition of an interest in one or more of the properties listed on Exhibit A attached hereto (collectively,the “Property”) from Brandywine or an affiliate of Brandywine (“Proposed Transaction”).B. In consideration of Brandywine providing such information to Recipient, Recipient has agreed tokeep such information strictly confidential as provided herein.NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to belegally bound agree as follows:1. All information furnished to Recipient or its Representatives (as hereinafter defined) by or onbehalf of Brandywine in connection with the Proposed Transaction, irrespective of the form of the communicationand whether such information is now furnished or is furnished in the future, and any analyses, compilations, and/orother documents prepared by Recipient or its Representatives containing or based in whole or in part on any suchfurnished information, including, without limitation, financial information, letters of intent, proposals, surveys,sketches, plans, drawings, reports, rent rolls, leases, memoranda, capital needs projection, and notes, is collectivelyreferred to as “Confidential Information”. In addition to the foregoing, Recipient agrees that the ConfidentialInformation shall include, and Recipient and its Representatives shall not, without the prior written consent ofBrandywine, disclose to any other person any of: (i) the fact that any investigations, discussions or negotiations aretaking place concerning the Proposed Transaction; (ii) that Recipient and/or any of its Representatives have receivedthe Confidential Information from Brandywine; and (iii) that Confidential Information has been made available byBrandywine. The term “person” as used in this Agreement shall be interpreted broadly to include any corporation,group, partnership or other entity or individual.2. With respect to Confidential Information, Recipient shall:(i) receive and hold any and all Confidential Information in strict confidence and employcommercially reasonable safeguards and use reasonable efforts to prevent unauthorized disclosure of theConfidential Information;(ii) not discuss, disclose, disseminate, produce, publish, permit access to or reveal anyConfidential Information to anyone except as is reasonably necessary to further the discussions of the ProposedTransaction, and shall advise its employees, officers, directors, advisors, consultants, accountants, legal counsel,lenders and prospective lenders, and agents of any kind, including real estate agents and/or brokers, who receive anyof the Confidential Information (“Representatives” and each, “Representative”) of its confidential nature and directthem to maintain the confidentiality thereof and use such Confidential Information only in accordance with thisAgreement. Each Representative given access to any such Confidential Information must have a legitimate “need-to-know”. Recipient shall be responsible for any failure by any of its Representatives to comply with the obligationsunder this Agreement, and any such failure by any Representative shall constitute a breach of this Agreement byRecipient; provided, however, to the extent such Representative has executed a separate confidentiality agreementwith Brandywine regarding the Proposed Transaction and/or applicable Confidential Information, to the extent suchagreement is valid and enforceable, Brandywine agrees to pursue recourse against such Representative’s breachdirectly in accordance with such agreement;(iii) promptly notify Brandywine of any unauthorized disclosure or use of ConfidentialInformation in violation of this Agreement by Recipient or its Representative of which it becomes aware; and
2(iv) direct all requests by Recipient or any Representative for Confidential Information andmeetings with Brandywine’s employees or representatives concerning the Proposed Transaction, to the contactsbelow (“Contacts”), unless otherwise instructed by Brandywine:ContactsRJ Kline (rj.kline@bdnreit.com)Stephen Harris (stephen.harris@bdnreit.com)3. Brandywine disclaims all representations or warranties, express or implied, with respect toConfidential Information except as may be set forth in a mutually agreeable definitive agreement executed by theparties. All Confidential Information is property of Brandywine and nothing contained in this Agreement shall beconstrued as granting or conferring any rights by license or otherwise in Confidential Information, except for the useof such Confidential Information as is expressly provided in this Agreement.4. Notwithstanding anything to the contrary in this Agreement, Confidential Information shall notinclude information that:(i) is already public knowledge or becomes public knowledge through no fault, action orinaction of Recipient or Recipient’s Representatives in violation of this Agreement; and(ii) was in Recipient's possession from a third party (not by or on behalf of Brandywine)without restriction known to Recipient prior to receipt from Brandywine or was independently developed byRecipient without the use of any Confidential Information; and(iii) becomes available to Recipient or any of its Representatives on a non-confidential basisfrom a third-party source, provided such source is not known to Recipient to be bound by a confidentialityagreement with Brandywine or its affiliates.5. In the event that Recipient is requested by law, rule, regulation, oral questions, interrogatories,requests for information or documents, subpoena, court order, civil investigation demand or other process to discloseany Confidential Information which disclosure is not otherwise permitted hereunder, Recipient agrees that it willprovide Brandywine, to the extent legally permissible, with prompt notice of any such request or requirement so thatBrandywine and/or its affiliates may seek, at its sole expense, an appropriate protective order, or waive compliancewith the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder,Recipient is in the reasonable written opinion of its counsel compelled to disclose Confidential Information pursuantto such request, it may disclose that portion of the Confidential Information which such counsel has advised that it iscompelled to disclose. In any event, it will not oppose action by and will cooperate reasonably with Brandywineand/or its affiliates, at its/their expense, to obtain an appropriate protective order or other reliable assurance thatconfidential treatment will be accorded the Confidential Information.6. Upon any actual or threatened violation of this Agreement by Recipient, Brandywine and/or itsaffiliates shall be entitled to seek preliminary and other injunctive relief against such violation without posting of abond or proof of actual damages, in addition to any other rights or remedies that Brandywine may have at law or inequity. If either party prevails in any action to enforce this Agreement, the prevailing party, as determined by a courtof competent jurisdiction in a final, non-appealable decision, shall be entitled to all reasonable costs and attorneys’fees from the non-prevailing party.7. Recipient acknowledges and agrees that breach of this Confidentiality Agreement by Recipientand/or any Representative and/or anyone employed by or otherwise associated with Recipient may also constitute aviolation of the Insider Trading Act and/or other securities and other laws.8. Without the prior written consent of Brandywine, neither Recipient nor any Representative actingon its behalf shall initiate or cause to be initiated (other than to the Contacts) any communication with any knownemployee of Brandywine or Brandywine’s affiliates concerning the Confidential Information or the ProposedTransaction, provided that the foregoing shall not restrict contacts or communications in the ordinary course ofbusiness unrelated to the Proposed Transaction.
39. Except as otherwise set forth in a mutually agreeable definitive agreement executed by the parties,Recipient nor its Representatives shall issue any public communication or press release regarding the ProposedTransaction or the Property without the prior written consent of Brandywine, which consent may be withheld forany or no reason.10. During the term of this Agreement, Recipient shall not contact, directly or indirectly, any persons(other than its Representatives) who are known to Recipient to be Brandywine’s tenants or licensees or otheroccupants of the Property concerning the Proposed Transaction, provided that the foregoing shall not restrictcontacts or communications in the ordinary course of business unrelated to the Proposed Transaction.11. Upon the receipt of a written request from Brandywine (which may be delivered by email),Recipient shall promptly destroy, and direct its Representatives to destroy, all Confidential Information (whetherprepared by Recipient, its Representatives or otherwise) in its or its Representatives’ possession (and, upon a writtenrequest from Brandywine, certify in writing (which may be delivered by email) that all such ConfidentialInformation and all copies, extracts, notes and other objects or items have been destroyed) and will not retain anycopies, extracts or other reproductions in whole or in part of such material. Notwithstanding the foregoing, Recipientand its Representatives may retain any Confidential Information (i) pursuant to any internal compliance or documentretention policies, (ii) that is required to be retained pursuant to applicable law, rule, regulation or legal process, and(iii) that has been electronically archived pursuant to automatic back-up procedures; provided such retainedinformation shall remain subject to the confidentiality terms of this Agreement.12. This Agreement shall be governed by and construed in accordance with the laws of theCommonwealth of Pennsylvania applicable to contracts executed in and to be performed in such state. The partiesconsent to the jurisdiction of the state courts located in Philadelphia County, Pennsylvania or the federal courts ofthe eastern district of Pennsylvania for any actions, suits or proceedings arising out of or relating to this Agreement.IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINSTANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE EXTENTPERMITTED BY APPLICABLE LAW, EXPRESSLY WAIVE TRIAL BY JURY. No failure or delay by eitherparty in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof. Anyassignment of this Agreement by Recipient without the prior written consent of Brandywine shall be void. Byexecuting this Agreement, each party represents and warrants that the individual executing this Agreement on itsbehalf has the full authority and capacity to enter into this Agreement on its behalf and to bind it to the obligationsherein. This Agreement contains the entire agreement between Recipient and Brandywine concerning theConfidential Information, and no modification of this Agreement or waiver of the terms and conditions hereof shallbe binding upon either party unless in writing and signed by both parties. This Agreement shall be binding upon andinure solely to the benefit of each party to this Agreement its parents, affiliates and subsidiaries, and their respectivesuccessors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon anyother person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Theparties acknowledge and agree that notwithstanding any law or presumption to the contrary the exchange of copiesof this Agreement and of signature pages by electronic transmission shall constitute effective execution and deliveryof this Agreement for all purposes, and signatures of the parties hereto transmitted electronically shall be deemed tobe their original signature for all purposes. This Agreement may be executed in any number of counterparts, each ofwhich shall be deemed to be an original as against any party whose signature appears thereon, and all of which shalltogether constitute one and the same instrument.13. This Agreement applies to Confidential Information accessed through any electronic data roomand supersedes any “clickthrough” or similar confidentiality agreement entered into by Recipient or itsrepresentatives in connection with accessing such electronic data room maintained for the Proposed Transaction,whether entered into before, on or after the date hereof.14. Subject to Sections 9 and 11, the provisions of this Agreement shall continue in full force andeffect until the earlier of: (i) one (1) year from the date hereof; and (ii) the date a definitive agreement is entered intowith respect to the Proposed Transaction at which time Recipient’s obligations in respect of the ConfidentialInformation shall be governed by such agreement.
Execution PageConfidentiality AgreementIN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first-abovewritten.RECIPIENT:_______________________________By:____________________________Name:___________________Title:____________________BRANDYWINE:MAP GROUND LEASE OWNER LLCBy:____________________________Name:___________________Title:____________________
Exhibit AEXHIBIT APROPERTYOakwood11781 Lee Jackson Memorial HighwayFairfax, VA 22033Greenwood12015 Lee Jackson Memorial HighwayFairfax, VA 22033