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1CONFIDENTIALITY AGREEMENTYou have been advised that Newmark Real Estate of Arizona, LLC, a Delaware limited liabilitycompany doing business as Newmark, is acting as the sole and exclusive agent to the owner(“Owner”) of that certain property or properties further identified in Exhibit A, attached hereto(collectively, the “Property”).Newmark has made available for study certain information concerning the Property, which includeswithout limitation, various papers, documents, studies, financial statements, leverage buyoutprojections, and other material, both written and oral (collectively, whether provided to you in the pastor future, “Confidential Information”). Confidential Information shall not include information (i)which is a matter of public knowledge; (ii) is provided in sources readily available to the public;(iii) is provided from sources other than Newmark or Owner (or their affiliates or agents) who isnot prohibited by a contractual, legal, or fiduciary obligation to Owner or Newmark from disclosingsuch information to you, or (iv) which was prepared and/or developed by you without the use of suchConfidential Information. Newmark, on behalf of Owner, is prepared to furnish the ConfidentialInformation in connection with your consideration of your potential interest in the purchase of aninterest in the Property, or in the event that you are a broker representing such party, inconsideration of your referring a potential purchaser to the Property, on the following conditions:(x) you agree to treat the Confidential Information confidentially as hereinafter provided; and (y) wereceive from you an executed copy of this agreement (the “Agreement”). Therefore as aprerequisite to our furnishing Confidential Information to you, you hereby represent and agree asfollows:1. All Confidential Information furnished to you will not be used by you for any purpose otherthan either (a) evaluating your possible interest in the purchase of the Property, as principalexclusively for your own account and not as a broker, finder, or similar agent; or (b) as a broker,referring the Property to (“Purchaser”) as a principalprovided that Purchaser executes this Agreement prior to the release of any Confidential Information.You agree to keep all Confidential Information strictly confidential; provided, however, that any suchConfidential Information may be disclosed to directors, officers, or employees of yours, or anycontrolled affiliates, as well as your outside counsel, accounting firms, lenders, consultants,partners, or other advisors who need to know such information for the purpose of evaluating apotential investment by you or Purchaser, as the case may be, therein (collectively, “PrivilegedRepresentatives”) provided that they are directed by you to treat such information confidentiallyand in accordance with the terms hereof. You will be responsible for the breach of thisAgreement by any of the Privileged Representatives.2. Subject to the provisions of Section 6 herein, without prior written consent of Owner, you willnot reproduce, in whole or in part, and will not make any of the Confidential Information available, ordisclose any contents of the Confidential Information to any person, as a prospective investor orotherwise, other than to a Privileged Representative, unless: (a) such person has been identified toNewmark; (b) Newmark has approved, in writing, the furnishing of the Confidential Information ordisclosure to such person; and (c) such person has entered into a Confidentiality Agreement with us.Notwithstanding the aforesaid, you (and where applicable, your Privileged Representatives) maydisclose Confidential Information to the extent that disclosure is (i) required by law, statute, regulation,or by any governmental or regulatory authority or court or other legal process; (ii) necessary for youto enforce your rights or defend yourself under this Agreement; and/or (iii) in connection with an auditor examination by, or a blanket document request from a regulatory agency or authority, that doesnot reference the Owner, Newmark, or this Agreement; provided, however, that the foregoing shall
2be narrowly construed to limit the disclosure of such Confidential Information to the fullest extentand you shall provide Owner with a reasonable opportunity to review the legally compelleddisclosure before it is made, to interpose its own objections to the disclosure and is providedwith the opportunity to seek a protective order or other assurance that the ConfidentialInformation will be accorded confidential treatment.3. Without prior written consent of Owner or Newmark you shall not disclose to any person(other than a Privileged Representative) either the fact that discussions or negotiations are takingplace concerning a possible transaction involving the Property or any of the terms, conditions or otherfacts with respect to such possible transaction, including the status thereof. The term “person” asused in this Agreement shall be interpreted broadly to include, without limitation, anycorporation, company, partnership, association or individual.4. You and your Privileged Representatives will promptly, upon the request of Newmark, deliveror destroy (with confirmation in writing) all Confidential Information furnished to you and/or yourPrivileged Representatives by Newmark, whether furnished before or after the date of thisAgreement, without retaining copies thereof. In addition, analyses, compilations, studies or otherdocuments prepared by you or your Privileged Representatives using Confidential Informationwill be held by you and kept confidential, subject to the terms of this Agreement, or destroyed.Notwithstanding the foregoing, you and/or your Privileged Representatives may retain copies ofthe Confidential Information as are required by applicable law, rule or regulation, and you willnot be obliged to delete or erase any Confidential Information that is automatically saved in anarchived computer backup system in accordance with existing security and/or disaster recoverprocedures, provided that said copies are retained in accordance with the confidentialityobligations of this Agreement.5. Although Newmark has endeavored to include in the Confidential Information materialsknown to Newmark which it believes to be relevant for the purpose of your investigation, youunderstand and acknowledge that neither Newmark nor Owner makes any representation orwarranty as to the accuracy or completeness of the Confidential Information. You agree that neitherNewmark nor Owner shall have any liability to you, your agents or your employees resulting from theuse of the Confidential Information by you.6. Recipient acknowledges that in the event you, your agents, your employees, anyPrivileged Representative or any person to whom you transmitted Confidential Information tobreach any of the provisions of this Agreement, or threaten or attempt to do so, Owner would beirreparably harmed. Accordingly, you agree that in the event of a breach of this Agreement, or athreat or attempt to do so, by you, your agents, your employees, any Privileged Representative orany person to whom you transmitted Confidential Information to, Newmark and/or Owner shall beentitled to an injunction (without the demonstration of monetary damages) in addition to anyremedies herein and at law. Notwithstanding anything to the contrary contained herein, in noevent shall you be liable for lost profits, special damages, punitive damages or consequentialdamages resulting from or arising out of this Agreement.7. Owner expressly reserves the right, at its sole discretion, to reject any and all expressions ofinterest or bids for any interest in the Property from you or any other person or entity. The partieshereto agree that either of us may terminate discussions with each other at any time with or withoutnotice, unless a written offer of intent or offer to purchase has been executed between the partieshereto.8. This Agreement shall be governed and construed in accordance with the laws of the State ofArizona.9. You acknowledged that the obligations assumed or agreed by you herein are intended for
3the benefit of Owner and Owner shall have the right to enforce this Agreement as though they areparty hereto.10. This Agreement may not be changed and modified except by an agreement in writingexecuted by all of the parties hereto.11. No consent or waiver, express or implied, by either party hereto of any breach or default bythe other party in the performance by the other of its obligations hereunder shall be valid unless thesame is in writing, or no such consent or waiver shall be deemed or construed to be a consent orwaiver to or of any breach or default in the performance by such party of the same or any otherobligations of such party hereunder. Failure on the part of either party to complain of any act or failureto act of the other party or declare the other party in default, irrespective of how long such failurecontinues, shall not constitute a waiver of such party of its rights hereunder.12. If you are a broker representing a principal for a potential purchase, it is understood andagreed that you shall not be entitled to commission from Owner and/or Newmark and you waive yourright to any compensation from Owner and/or Newmark in connection with the sale of the Property.References to “you” and “your” and the like shall also be deemed to refer to Purchaser. Broker shalllook solely to Purchaser for its commission.13. This Agreement will terminate upon the earlier to occur of (i) execution and delivery of adefinitive agreement concerning the potential purchase of the Property; or (ii) one year from the dateof execution of this Agreement, after which time it shall have no further force or effect.If the foregoing terms are acceptable to you, please sign below to acknowledge same. Signed copiesof this agreement or of the signature pages hereto may be exchanged by hand, by mail, by fax, orby e-mail in pdf or other printable format and any such method shall be equally binding on the parties.READ, AGREED AND ACCEPTED on this day of , 2024.Broker: Purchaser:By: By:Name: Name:Title: Title:Address: Address:Telephone: Telephone:Fax: Fax:Email: Email:You may also return via email to Courtney O’Keefe and Ryan Reading at ryan.reading@nmrk.comand courtney.okeefe@nmrk.com. Please reference Farmers @ 17th North.
4Exhibit AFarmers @ 17 North23800 & 24000 N. Farmer Way,Phoenix, AZ 85085