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CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (this “Agreement”) is entered into by the undersigned (“Recipient”) for thebenefit ofVILLAGE AT BEARDSLEE PHASE I, LLC AND VILLAGE AT BEARDSLEE PHASE II, LLC (“Owner”), as ofthe date inserted below Recipient’s signature to this Agreement, or if no date is provided, the date upon whichRecipient sends an executed copy of this Agreement to Owner or a representative of Owner (the “Effective Date”).Owner, directly or indirectly, owns the real property located at 19128 112th Ave NE, Bothell, Washington 98011 (the“Property”). Recipient is considering purchasing the Property from Owner (the “Potential Transaction”). Prior toOwner providing Recipient information concerning the Property and the Potential Transaction, Recipient must enterinto thisAgreement.In consideration of being provided Confidential Information and other good and valuable consideration thatRecipient hereby acknowledges, Recipient agrees as follows:1. The term “Confidential Information” as used herein means, collectively, (a) all informationfurnished by or on behalf of Owner regarding the Property, the Property’s operation and/or the Potential Transaction,(b) all analyses, notes, summaries or computer files generated by or for Recipient which are based upon or incorporatethe information referred to in clause (a), and (c) the existence or potential existence of the Potential Transaction, aswell as items and terms discussed or negotiated in connection with the Potential Transaction. Notwithstanding thepreceding sentence, “Confidential Information” shall not include information which (i) was in Recipient’s possessionprior to the Effective Date (provided that, to Recipient’s knowledge, the source of the information was not prohibitedfrom transmitting it to Recipient) or (ii) is or becomes publicly known, except for any such information that becomespublicly known because of disclosure by Recipient or its Representative (as hereafter defined) in violation of thisAgreement. To the extent Confidential Information is required to be disclosed pursuant to judicial or regulatory action,law or similar legal process, Recipient may disclose such information provided that Recipient (1) promptly, and priorto disclosure, notifies Owner of the existence, terms and circumstances surrounding the requirement, (2) consults withOwner on the advisability of taking legally available steps to resist or narrow such requirement, (3) cooperates withOwner in preparing and filing protective orders or other filings made to resist or narrow the disclosure of ConfidentialInformation, and (4) if disclosure of such information is required, discloses only that portion of the ConfidentialInformation that is legally required to be disclosed as directed by Recipient’s outside counsel, and takes reasonablesteps to obtain or help Owner obtain an order or other reliable assurance that confidential treatment will be accorded tosuch portion of the disclosed information. Within five (5) business days of the written request of Owner, but in no eventlater than the date in which Recipient is no longer actively pursuing the Potential Transaction or is no longer engagedin active, substantive conversations with Owner regarding the Potential Transaction, Recipient must return to Ownerand/or destroy the Confidential Information. Within five (5) business days of the written request by Owner, Recipientshall deliver to Owner a written certification that all Confidential Information has been returned or destroyed inaccordance with this Agreement.2. Recipient agrees that the Confidential Information will be used solely in connection with Recipient’sevaluation of the Potential Transaction and that the Confidential Information must be kept strictly confidential byRecipient and its Representatives. Recipient will not disclose Confidential Information or permit it to be disclosed toany other party, provided, however, that Confidential Information may be disclosed (and copies provided) toRecipient’s directors, officers, employees and advisors (collectively, “Representatives”), but only to the extentnecessary to evaluate the Potential Transaction, and, provided further, that such Representatives have agreed to bebound by the terms of this Agreement. Recipient shall be responsible for any disclosure by its Representatives of theConfidential Information that is not expressly authorized hereby. Recipient agrees to be responsible for enforcing theconfidentiality provisions herein with respect to its Representatives. Within five (5) business days following Owner’srequest therefor, Recipient shall provide the names and addresses of all Representatives to whom Recipient hasprovided Confidential Information, except (a) in the ordinary course of business unrelated to the Potential Transaction, or(b) upon written permission of Owner (and only to the extent specifically permitted). Neither Recipient, nor any of itsRepresentatives, shall directly or indirectly communicate with any tenants, property manager, leasing agents, servicecontractors, lien holders or other parties withany interest in or contractual relationship affecting the Property. Recipientshall not contact any governmental authority regarding the Property without the prior written consent of Owner.
3. Recipient for itself and on behalf of its Representatives, acknowledges and agrees that Owner andits affiliates, officers, directors, employees, attorneys, tax advisors, agents and advisors, and their respective officers,directors, employees, agents or controlling persons (collectively, “Owner Parties”), have not made nor hereby makeany express or implied representations or warrantiesas to the accuracy or completeness of the Confidential Information.None of the foregoing persons shall have any liability to Recipient or its Representatives relating to or arising fromthe use of any Confidential Information or for any errors therein or omissions therefrom. Recipient and itsRepresentatives are not entitled to rely on the accuracy or completeness of the Confidential Information. Recipientagrees to rely solely on its own independent investigation, analysis, appraisal and evaluation of the facts andcircumstances in connection with the Potential Transaction.4. Owner, in its sole discretion, may conduct a process for determining whether to pursue the ProposedTransaction. The procedures for such process shall be determined solely by Owner. Owner may enter into discussions withthird parties regarding the Proposed Transaction (including, without limitation, negotiating and entering into adefinitive agreement with any third party without notice to Recipient). Owner reserves the right to change (in its solediscretion, at any time and without notice) the procedures relating to Owner’s and Recipient’s consideration of theProposed Transaction. This Agreement is not an offer and shall not be construed as such. Owner is under no obligationto enter into the Potential Transaction by virtue of this Agreement. Owner may discontinue its engagement in theProposed Transaction at any time for any reason or no reason in Owner’s sole discretion and without notice toRecipient.5. In the event of any breach or threatened breach of this Agreement by Recipient or anyRepresentative, Owner would be irreparably and immediately harmed and could not be made whole by monetarydamages. Accordingly, it is agreed that, without prejudice to any rights and remedies otherwise available to them,Owner shall be entitled (a) to equitable relief by way of injunction in the event of a breach or threatened breach of anyprovision of this Agreement, and (b) to compel specific performance, in each case without the need for proof of actualdamages. Recipient agrees to indemnify Owner Parties for any losses, claims, damages, costs and expenses, includingreasonable attorneys’ fees, such party or parties may incur or suffer in connection with the breach or threatened breachof this Agreement and/or its enforcement.6. This Agreement shall be binding upon Recipient’s successors and assigns and shall inure to thebenefit of and be enforceable by the respective successors and assigns of Owner. Owner Parties shall be deemed thebeneficiaries of this Agreement, and shall be entitled to all the rights and remedies accorded to such parties at law orin equity. This Agreement shall be governed by the laws of the state of New York. This Agreement may be waived,amended or modified only by a written instrument signed by Owner and Recipient, which shall set forth specificallythe provisions of this Agreement that are to be so waived, amended or modified. A reproduced counterpart of thisAgreement delivered by electronic email transmission (including through the use of portable document format, “pdf”or DocuSign) shall be valid and binding. This Agreement cannot be waived, amended or modified by electroniccommunication. Time is of the essence in connection with the performance of Recipient’s and its Representative’sobligations pursuant to this Agreement.7. The term of this Agreement shall be two (2) years from the Effective Date; provided, that if Ownerdelivers a written notice to Recipient of any claim or cause of action arising hereunder during such two (2) year period,then such claim or cause of action shall survive said two (2) year period.[Signature page follows.]
Recipient has executed this Agreement to be effective as of the Effective Date.RECIPIENT:(Recipient legal entity name)By: (Signature)Name:Title:Date:Address:Email: