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REGISTRATION AND CONFIDENTIALITY TERMS AND CONDITIONSGreenstone Partners, LLC, an Illinois limited liability company (the “Company”) and the client of the Companyproposes to make available to you certain proprietary or confidential information in connection with the property(s)(collectively the “Property”) owned by the client of the Company.You intend to use this information to consider acquiring the asset described as the Property (the “Transaction”). Wewill provide such information to you based on the following terms and conditions:1. The Company may disclose or otherwise make available to you after you accept this Confidentiality Agreement(the “Agreement”), Confidential Information (hereinafter defined) for your considering participation in theTransaction. The provision of Confidential Information is subject to the terms of this Agreement.2. As used herein, “Confidential Information” shall mean any information relating to the Property and any otherinformation relating to the Transaction, and any other information marked or treated as confidential, that isdisclosed or provided to you, directly or indirectly, by the Company at any time, whether before or after the date ofthis Agreement, except to the extent that such information:A. That was already known by you from a source who is not known to you to be bound by a confidentialityagreement at the time that it was disclosed to you, directly or indirectly, by the Company; orB. Is then or thereafter becomes generally available to the public without any breach of your confidentialityobligation to the Company; orC. Is made available to you from another source who is not known to you to be bound by a confidentialityagreement and who obtained such information lawfully; orD. Is independently developed by you or your Representatives.3. In consideration of the Company providing the Confidential Information to you and for other good and valuableconsideration, the receipt and sufficiency of which you acknowledge, you agree that the Confidential Informationwill be used by you solely to consider participation in the Transaction, that the Confidential Information will not beused by you in any manner whatsoever in your own business or for your competitive advantage, and that, exceptfor disclosure required by (i) a valid subpoena issued by or on behalf of any court or administrative body, (ii) a validsubpoena or investigative demand issued by any securities regulatory or self-regulatory agency or exchange, or (iii)law, you will not disclose any of the Confidential Information to any person or entity without the prior writtenconsent of the Company. Any disclosure provided under this paragraph shall be limited to the minimum amount ofinformation necessary to fulfill the identified obligation and must be preceded by no less than three (3) days' noticeto the Company, which notice shall include a copy of such subpoena or demand.4. You agree that, upon written request by the Company, you will promptly destroy or return to the Company anydocuments delivered to you, directly or indirectly, by the Company that relate to the Transaction or that areotherwise covered by this Agreement, and any copies thereof, and you will promptly either destroy or deliver to theCompany all financials, memoranda, ARGUS files, and/or other documents in any form that were prepared fromConfidential Information disclosed to you, directly or indirectly, by the Company.5. You agree that an award of damages may not be adequate relief to the Company for a breach of this Agreementand that the Company would be entitled to seek injunctive or other equitable remedies or relief in addition to, andwithout precluding any other remedy or relief, including monetary damages for a breach of this Agreement.
REGISTRATION AND CONFIDENTIALITY TERMS AND CONDITIONS6. The Company is the exclusive listing agent for the seller. If the Company is not offering a cooperative brokeragecommission, you agree that any buyer brokerage, finders, or other fees in connection to the Transaction shall be thesole responsibility to be paid by the buyer. Principal(s) may act as brokers on their behalf but shall not be entitled toany commissions from the Company.7. Neither this Agreement nor performance by the Company or the client of the Company hereunder constitutes anoffer by the client of the Company to sell, or a solicitation by the client of the Company of an offer to buy, any assetsor securities of the client of the Company. Neither this Agreement nor your performance hereunder constitutes acommitment by any party to purchase or sell any securities or provide any financing.8. Except as may be stated separately in any definitive agreement for the Transaction, the Company and the clientof the Company expressly disclaim any representation or warranty as to the accuracy or completeness of any of theConfidential Information or other information provided to you and further disclaims any duty to update or correctany such information.9. This Agreement is entered into in Illinois and shall be governed by and construed under the laws of the State ofIllinois. The term of this Agreement shall be two (2) years from the date this Agreement is fully executed.NO TOURS OF THE PROPERTY OR CONTACT WITH THE TENANTS AND/OR THEIR STAFF ARE TO BE CONDUCTEDWITHOUT THE EXPRESS PRIOR WRITTEN APPROVAL OF THE BROKER. UNAUTHORIZED TOURS ORCONTACT WOULD BE IN VIOLATION OF THIS CONFIDENTIALITY AGREEMENT.