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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTReturn to Ryan Shure via Email at ryan.shure@cushwake.comTHIS CONFIDENTIALITYAND NON-DISCLOSURE AGREEMENT (this“Agreement”) is made as of the ____ day of _____________, 2025, by__________________________ (“Recipient”), with an address at________________________________, for the benefit of VAN NESS SQUARE CORPORATION(together with its affiliated entities, collectively or singularly, the “Company”), with an address at7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814.WHEREAS, Recipient has requested that the Company provide Recipient with certaindocumentation, including, without limitation, relevant business operation documentation andproperty information (collectively, the “Information”), in connection with Recipient’s analysis(the “Analysis”) of the potential acquisition of certain real property (collectively, the “Property”)owned by the Company (the “Transaction”); andWHEREAS, the Company is willing to provide or has provided the Information toRecipient on the condition that all such Information shall be, and is hereby deemed to be,confidential, proprietary information of the Company subject to the provisions of this Agreement.As a condition to the disclosure of the Information to Recipient, Recipient hereby agrees asfollows:1. Information shall be deemed confidential irrespective of whether disclosed toRecipient orally or provided or accessed in written, electronic or other form or media, whether ornot marked, designated or otherwise identified as “confidential,” and whether disclosed before, onor after the date of this Agreement. Recipient shall keep the Information strictly confidential andshall not disclose any portion of the Information to anyone. In addition, Recipient shall use theInformation solely for purposes of the Analysis. Without limiting the foregoing, Recipient agreesthat it shall not, without the prior written consent of the Company, (i) use any portion of theInformation for any purpose other than the Analysis, (ii) disclose any portion of the Informationto any persons or entities other than the officers, employees and consultants of Recipient whoreasonably need to have access to the Information for purposes of the Analysis and who are boundby the terms of this Agreement, or (iii) use the information in any manner detrimental to theCompany. Recipient further agrees that the disclosure of the Information in violation of thisAgreement is strictly prohibited unless the Company specifically approves of such disclosure inwriting. In addition, in no event shall Recipient communicate directly or indirectly with theCompany’s property management companies, partners, tenants, investors or lenders with respectto the Property without the express written permission of the Company.2. Recipient shall protect and safeguard the confidentiality of the Information with atleast the same degree of care as Recipient would protect its own confidential or proprietaryinformation, but in no event with less than a commercially reasonable degree of care. Withoutlimiting the provisions of the preceding sentence, Recipient agrees to prevent disclosure or otherdissemination thereof to any third party, or to any employee, officer, consultant or agent ofRecipient other than the officers, employees and consultants of Recipient who reasonably need to
have access to the Information for purposes of the Analysis. Recipient agrees that, if Recipientdiscloses the Information to any such officer, employee or consultant, Recipient shall do so in eachcase only to the minimum extent necessary for the effective performance by the person to whomsuch disclosure is so made of such person's duties in connection with the Analysis, and shall informeach such person of the confidential nature of the Information and obtain express assurances oftheir compliance with the provisions of this Agreement. Recipient agrees to take all measures,including, but not limited to, court proceedings at Recipient's own expense, necessary to compelcompliance by Recipient's employees, officers, consultants and agents with the provisions of thisAgreement, and Recipient agrees to be responsible for any breach of the provisions hereof by anysuch party. Recipient shall promptly notify the Company of any unauthorized disclosure of theInformation or other breaches of this Agreement by Recipient or any other entity or person towhom Recipient has disclosed the Information.3. In the event that the Transaction is not consummated, or at any time upon therequest of the Company for any reason, Recipient agrees to return to the Company or, at theCompany’s election, delete or destroy all copies of the Information in the possession of Recipient,accompanied by a written confirmation that all copies of the Information have been returned ordestroyed. Notwithstanding the return, deletion, or destruction of the Information, Recipientagrees that it shall continue to be bound by the obligations of confidentiality and other obligationsand agreements hereunder.4. In the event Recipient becomes legally compelled to disclose any of theInformation, Recipient agrees to provide the Company with prompt notice so that the Companymay seek a protective order or other appropriate remedy. In such event, Recipient will consult andcooperate with the Company to resist or narrow the scope of such disclosure or to obtain orders oragreements protecting the confidentiality of the Information. Recipient will furnish only thatportion of the Information which it is advised by written opinion of outside legal counsel as legallyrequired, and will exercise commercially reasonable efforts to obtain reliable assurance thatconfidential treatment will be accorded the Information.5. Recipient acknowledges that monetary damages may not be a sufficient remedy forunauthorized disclosure of the Information or any other breach of this Agreement and that theCompany shall be entitled, without waiving any other rights or remedies, to exercise any right,power or remedy available to the Company at law or in equity. Such remedies may include,without limitation, the right to sue for specific performance, injunctive relief and/or damages.6. Recipient understands that the Company makes no representation, warranty orassurance under this Agreement, express or implied, as to the accuracy or completeness of theInformation furnished or to be furnished, or its sufficiency for any purpose. Recipient agrees thatneither the Company nor any of its employees, officers, members, agents or representatives shallhave any liability to Recipient or any of its employees, officers, consultants, agents orrepresentatives relating to or resulting from the use of the Information or any errors therein oromissions therefrom.7. Unless and until a definitive agreement between Company and Recipient regardingthe Transaction has been executed and delivered, neither Company nor Recipient shall be under anyobligation, legal, financial or otherwise, of any kind with respect to any such Transaction.
Company reserves the right, at its sole and absolute discretion, to withdraw any real propertyowned by the Company from being marketed for sale at any time and for any reason. In addition,in no event shall Recipient be considered an employee, agent, broker or representative of Companyfor any purpose whatsoever, nor shall Company, in any event, owe Recipient any fee orcompensation with respect to the lease or sale of any real property, or any direct or indirectownership interest therein, owned by the Company. Recipient has not been granted any right orauthority to assume or to create any obligation or responsibility, express or implied, on behalf ofor in the name of the Company.8. Recipient agrees and acknowledges that the Company retains its entire right, titleand interest in and to all Information. Any disclosure of such Information hereunder shall not beconstrued as an assignment, grant, option, license or other transfer of any such right, title or interestwhatsoever to Recipient or anyone claiming by or through recipient.9. All notices, requests, consents, claims, demands, waivers and othercommunications hereunder shall be in writing and shall be deemed to have been given: (a) whendelivered by hand (with written confirmation of receipt); (b) when received by the addressee ifsent by a nationally recognized overnight courier (receipt requested); or (c) on the fifth (5th) dayafter the date mailed, by certified or registered mail, return receipt requested, postage prepaid.Such communications must be sent to the respective parties at the addresses set forth on the firstpage of this Agreement (or to such other address that may be designated by a party from time totime in accordance with this Section).10. Recipient agrees that this Agreement shall be governed by and construed inaccordance with the laws of the State of Maryland. This Agreement will expire two (2) years fromthe date hereof.11. This Agreement constitutes the sole and entire agreement of the parties with respectto the subject matter contained herein, and supersedes all prior and contemporaneousunderstandings, agreements, representations and warranties, both written and oral, with respect tosuch subject matter. This Agreement may only be amended, modified or supplemented by anagreement in writing signed by Recipient and Company.12. If any term or provision of this Agreement is invalid, illegal or unenforceable inany jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term orprovision of this Agreement or invalidate or render unenforceable such term or provision in anyother jurisdiction.13. This Agreement may be accepted, executed and be delivered by email/.PDF orother electronic transmission. Recipient agrees that this Agreement may be accepted, executed oragreed to through the use of electronic signatures in accordance with the Electronic Signatures inGlobal and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., theUniform Electronic Transaction Act, or any applicable state or local jurisdictional laws. ThisAgreement, if accepted, executed, delivered or agreed to in conformity with such laws, will bedeemed an original and will be binding on Recipient in the same manner and shall have the same
legal validity and enforceability as if it were physically or manually accepted, executed, deliveredor agreed (including but not limited to by “wet ink” signatures). Recipient hereby consents tothe use of “DocuSign” or any other similar third party electronic signature capture serviceprovider as may be mutually agreed to by and between Recipient and Company.IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, orhas caused this Agreement to be duly executed on its behalf, as of the day and year firsthereinabove set forth.To execute this Agreement either check the “Electronic Records & Signature Notice” box (ifavailable), or sign this Agreement below and return it to Ryan Shure (information at top ofpage). Signatures transmitted by facsimile or e-mail (via PDF) shall be acceptable for purposes ofexecution of this Agreement. Any party that presents a facsimile or e-mail signature agrees toprovide an original signature upon the request of the other party.RECIPIENT:__________________________________By:_______________________________Name:_____________________________Title:____________________________