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Confidentiality Agreement & DisclaimerALTIS LUDLAM TRAILMiami, FLThis Confidentiality Agreement is entered into between Cushman & Wakefield U.S., Inc. (“C&W”) and theundersigned (“you”).Please be advised that C&W is willing to make available to you certain information belonging to C&W’s client inconnection with the proposed sale of ALTIS LUDLAM TRAIL, 7004 SW 40th St, Miami, FL 33155 (the“Property”). As a condition to the receipt of such information, you agree to treat confidentially any and allinformation furnished to you by C&W or ALTIS LUDLAM MIAMI OWNER LLC (“Seller”) regarding the Property,together with analyses, compilations, studies or other documents or records prepared by you or your directors,officers, employees, agents, attorneys, advisors or representatives and financing sources (collectively,"Representatives"), to the extent that such analyses, compilations, studies or documents are generated fromsuch information (collectively, the "Material").You hereby agree that the Material shall be used solely for the purposes of evaluating the proposed purchase ofthe Property by you and that such Material shall be kept confidential by you and your Representatives. You andyour Representatives shall not disclose any portion of the Materials in any manner whatsoever without the priorwritten approval C&W or Seller unless required to be disclosed by law, regulation, or court order (provided thatthe you and your Representatives shall promptly notify the Seller to the extent such notification is legallypermissible to provide the Seller an opportunity to seek a protective order to prevent or limit disclosure of theMaterial). You and your Representatives hereby acknowledge and agree to abide by the terms of this agreement.You shall promptly upon the request of C&W or the Seller return to the Seller all Material furnished by C&W orits agents to you or your Representatives, or, at C&W’s election, destroy such Material (such destruction to becertified in writing to C&W by an authorized officer supervising such destruction), without retaining any copythereof. Notwithstanding the return of any Material, you shall continue to be bound by your obligation ofconfidentiality and your other obligations hereunder.You hereby agree not to speak with any of the tenants with regards to the Property or their business operationswithout the prior written consent of C&W or the Seller.Although the Seller and its agents have endeavored to include in the Material information known to them whichthey believe to be relevant for the purpose of your evaluations, you understand and agree that neither C&W northe Seller makes any representation or warranty as to the accuracy or completeness of any of the Material orany portion thereof. You agree that neither C&W nor the Seller nor any of their respective officers, directors,employees, agents, attorneys, advisors, or representatives shall have any liability to you or any of yourRepresentatives resulting from the use of the Material by you or your Representatives.It is agreed that, the undersigned is acting as a principal and either: A) had no dealings, negotiations, orconsultations involving the Property with any broker or agent other than C&W or B) will be responsible for anyfees or commissions due to any broker acting as the Buyer’s Agent and neither C&W nor Seller shall have anyobligation to pay any commissions or fees to any such broker.It is agreed that money damages would not be a sufficient remedy for any breach of this agreement and that theSeller shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any suchbreach. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall bein addition to all other remedies available at law or in equity to the Seller. You expressly agree that the Seller isa third party beneficiary hereunder and all of the terms and conditions herein shall inure to the benefit of theSeller.The confidentiality obligations of this agreement shall remain in effect for a period of one (1) year from thedisclosure of the Material to you. The validity of this agreement, the construction and enforcement of its terms,and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of Florida,without regard to conflict of law principles. Exclusive jurisdiction for any litigation arising out of this agreement orits subject matter shall only be any federal or state court in the State of Florida, to whose jurisdiction the partieshereby subject themselves. In any such proceeding, the parties hereby waive any objection to forum including,without limitation, any objection based on lack of personal jurisdiction, improper venue, or inconvenient forum. Itis further agreed that should it become necessary to enforce this agreement in any forum, the prevailing partyshall be entitled to reasonably attorney’s fees, together with all costs of said enforcement action. It is understood
and agreed that no failure or delay by C&W or the Seller in exercising any right, power or privilege under thisagreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other orfuture exercise of any right, power, or privilege hereunder.You acknowledge that the Property has been offered for sale subject to withdrawal from the market, change inoffering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit referencesof any prospective purchaser, or for any other reason whatsoever, without notice. You acknowledge that theProperty is being offered without regard to race, creed, sex, religion, or national origin.ACKNOWLEDGEMENT BY PRINCIPALWe have read and understood the foregoing and accept and agree to all terms herein this dayof 2023.Please email signed Confidentiality Agreement toMitch Eiler (mitch.eiler@cushwake.com)Company:Contact:Title:Telephone:Fax:Email:Signed andAcknowledged: