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Confidentiality and Buyer Registration AgreementCushman & Wakefield U.S., Inc. ("Broker") has been retained as the exclusive advisor andbroker regarding the sale of the property known as Saint Mary’s, GA.To receive an Offering Memorandum ("Offering Memorandum") please read, sign andreturn this completed Confidentiality Agreement to Broker. The Offering Memorandumhas been prepared by Broker for use by a limited number of parties and does not purportto provide a necessarily accurate summary of the property or any of the documentsrelated thereto, nor does it purport to be all-inclusive or to contain all of the informationwhich prospective Buyers may need or desire. All projections have been developed byBroker and designated sources and are based upon assumptions relating to the generaleconomy, competition, and other factors beyond the control of the Seller and thereforeare subject to variation. No representation is made by Broker or the Seller as to theaccuracy or completeness of the information contained herein, and nothing containedherein shall be relied on as a promise or representation as to the future performance ofthe property. Although the information contained herein is believed to be correct, theSeller and its employees disclaim any responsibility for inaccuracies and expectprospective purchasers to exercise independent due diligence in verifying all suchinformation. Further, Broker, the Seller and its employees disclaim any and all liability forrepresentations and warranties, expressed and implied, contained in or omitted from theOffering Memorandum or any other written or oral communication transmitted or madeavailable to the Buyer. The Offering Memorandum does not constitute a representationthat there has been no change in the business or affairs of the property or the Ownersince the date of preparation of the Offering Memorandum. Analysis and verification ofthe information contained in the Offering Memorandum are solely the responsibility ofthe prospective Buyer. Additional information and an opportunity to inspect theproperty will be made available upon written request to interested and qualifiedprospective Buyers.By accepting the Offering Memorandum, you agree to indemnify, defend, protect andhold Seller and Broker and any affiliate of Seller or Broker harmless from and against anyand all claims, damages, demands, liabilities, losses, costs or expenses (includingreasonable attorney's fees, collectively "Claims") arising, directly or indirectly from anyactions or omissions of Buyer, its employees, officers, directors or agents.By accepting the Offering Memorandum, Buyer acknowledges that it is aware that anyAgent/Broker other than Cushman & Wakefield, must be compensated by Buyer asCushman & Wakefield is not cooperating on fees. Furthermore, Buyer acknowledges thatit has not had any discussion regarding this Property's Sale with any other broker oragent other than Broker or an agent/broker properly identified through this registrationprocess, including but not limited to, resolutions of incomplete, conflicting or duplicate
registrations. Buyer shall indemnify and hold Seller and Broker harmless from and againstany claims, causes of action or liabilities, including, without limitation, reasonableattorney's fees and court costs which may be incurred with respect to any claims forother real estate commissions, broker's fees or finder's fees in relation to or inconnection with the Property to the extent claimed, through or under Seller.The Seller and Broker each expressly reserve the right, at their sole discretion, to rejectany or all expressions of interest or offers regarding the Property and/or to terminatediscussions with any entity at any time with or without notice. The Seller shall have nolegal commitment or obligations to any entity reviewing the Offering Memorandum ormaking an offer to purchase the Property unless a written agreement for the purchase ofthe Property has been fully executed, delivered, and approved by the Seller and its legalcounsel, and any conditions to the Seller's obligation thereunder have been satisfied orwaived.The Offering Memorandum and the contents, except such information which is a matterof public record or is provided in sources available to the public, are of a confidentialnature. By accepting the Offering Memorandum, you agree that you will hold and treat itin the strictest confidence, that you will not photocopy or duplicate it, that you will notdisclose the Offering Memorandum or any of the contents to any other entity (except tooutside advisors retained by you, if necessary, for your determination of whether or notto make an offer and from whom you have obtained an agreement of confidentiality)without prior written authorization of the Seller or Broker, and that you will not use theOffering Memorandum or any of the contents in any fashion or manner detrimental tothe interest of the Seller or Broker.No employee of seller or at the subject property is to be contacted without the writtenapproval of the listing agents and doing so would be a violation of this confidentialityagreement.I have read & agree to terms of the Confidentiality Agreement above.Name: _________________________________Company: _________________________________Signature: _________________________________