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CONFIDENTIALITY AGREEMENTIn connection with the proposed sale ("Sale") of the property commonly known as 459 Colyton,located at 459 Colyton St., Los Angeles, CA 90013 (the "Property"), CPIF LA Arts District, LLC("Owner"), and/or Cushman & Wakefield of California, Inc., a California corporation ("ListingBroker"), on behalf of Owner, are delivering to ______ (the "Accepting Party") certain informationwhich is confidential and/or proprietary in nature (collectively, "Evaluation Material").By entering into this Confidentiality Agreement (this "Agreement") dated as of _______, 2024, andin consideration of being granted the opportunity to review and inspect the Evaluation Material,Accepting Party agrees as follows:1. Except for the sole purpose of evaluating the possible sale of the Property byAccepting Party (or if Accepting Party is a broker, by third parties, subject to the terms of thisAgreement), Evaluation Material will not be used or duplicated for any other purpose. AcceptingParty hereby agrees that it will not contact Owner’s tenants for any purpose without obtainingOwner’s prior consent. Accepting Party shall keep all Evaluation Material strictly confidential;provided, however, that such Evaluation Material may be delivered to such persons or entities whobecause of their involvement with the Sale need to know such information for the purpose of givingadvice with respect to, or consummating, the Sale (all of whom are collectively referred to as "RelatedParties"). Related Parties shall be informed by Accepting Party of the confidential nature of suchinformation and shall be directed by Accepting Party (and Accepting Party shall cause such RelatedParties) to keep all such information in the strictest confidence and to use such information only inconnection with the Sale and in accordance with the terms of this Agreement. If Accepting Party (orif Accepting Party is a broker the party being represented by such broker) does not purchase theProperty, or upon request of Owner, Accepting Party will promptly deliver to Owner all EvaluationMaterial furnished, whether furnished before or after the date of this Agreement, without retainingcopies thereof.2. If Accepting Party is a broker, Accepting Party agrees not to divulge any confidentialinformation or release any Evaluation Material to prospective purchasers unless and until suchprospective purchasers sign a duplicate of this Agreement, agreeing to all of the terms and conditionsset forth herein, and such signed Agreement is delivered to Owner.3. Accepting Party shall not (i) disclose the fact that discussions or negotiations aretaking place concerning the possible sale of the Property or any of the terms thereof, or (ii) conductany discussions, negotiations or make any inquiries concerning the possible sale of the Property withany other person or entity except for Owner and Listing Broker, except as may be permitted by thepreceding paragraphs, or except as may be required by law.4. In the event that Accepting Party or a Related Party becomes legally compelled todisclose all or any part of the Evaluation Material, Accepting Party will provide Owner with promptwritten notice so that Owner may seek a protective order or other appropriate remedy and/or waivecompliance with the provisions of this Agreement. In the event that such protective order or otherremedy is not obtained, or that Owner waives compliance with the provisions of this Agreement,Accepting Party will furnish only that portion of the Evaluation Material which is legally requiredand will exercise diligent efforts to obtain reliable assurance that confidential treatment will beaccorded the Evaluation Material.
5. Accepting Party acknowledges that remedies at law may be inadequate to protectagainst breach of this Agreement, and Accepting Party hereby agrees in advance to the granting ofinjunctive relief in Owner's favor without proof of actual damages, in addition to any other remediesavailable at law or in equity. Accepting Party shall reimburse Owner for all costs and expenses,including reasonable attorneys' fees incurred by Owner in successfully enforcing Accepting Party'sobligations under this Agreement.6. Neither Owner nor Listing Broker makes any representations or warranties as to theaccuracy or completeness of the Evaluation Material or that actual results will conform to anyprojections. Owner and Listing Broker expressly disclaim any and all liability for representations orwarranties, express or implied, contained in the Evaluation Material, or in any other written or oralcommunications transmitted or made available to Accepting Party by Owner or Listing Broker.7. Owner is under no legal obligation of any kind whatsoever with respect to the Sale byvirtue of this Agreement, except for the matters specifically agreed to herein.8. Notwithstanding anything to the contrary in this Agreement, Accepting Party,prospective purchasers as contemplated by Paragraph 2 hereof, and Related Parties thereof maydisclose to any and all persons and entities without limitation of any kind, the tax treatment andtax structure of the Sale and all materials of any kind (including opinions or other analyses) thatare provided relating to such tax treatment and tax structure. For this purpose, tax treatment andtax structure is limited to the tax treatment of the Sale and does not include information relating tothe identity of the parties to the Sale or the Property.9. The term of this Agreement shall be effective for one (1) year from the date hereof,unless otherwise agreed to in writing by both parties.10. This Agreement shall be governed by and construed in accordance with the laws ofthe State in which the Property is located which is applicable to contracts made and to be performedwholly within such State.[Signature Page Follows]
Signature Page to Confidentiality AgreementIN WITNESS WHEREOF, the Owner and Accepting Party have executed this Agreement asof the date first set forth above.OWNER:CPIF LA Arts District, LLCBy:ACCEPTING PARTY:POTENTIAL PURCHASER: PURCHASER’S BROKER:By: By:Name: Name: _________________________Title: Title: ___________________________Company: _____________________ Company: ______________________Email: ________________________ Email: _________________________Address: _______________________ Address: ________________________If in agreement with the foregoing, please return one original signed copy of this agreement to C&W(Attention: Mike Condon, Jr./Kylie Rawn – Cushman & Wakefield of California, Inc., 900 WilshireBoulevard, Suite 2400, Los Angeles, CA 90017 | 213-629-6538; email: kylie.rawn@cushwake.com).