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30798034v2Restricted - External[Insert Counterparty Name]NON-DISCLOSURE AGREEMENTLadies and Gentlemen:This Confidentiality Agreement (this “Agreement”) is entered into as of the date written above by andbetween Subject Lender (collectively, with its affiliates, the “Company”) and [Insert Counterparty Name] (“you”or “your”). Each of you and the Company is referred to in this Agreement individually as a “party” and collectivelyas “parties”.WHEREAS, you and the Company intend to assess the potential sale of balance sheet notes (the“Transaction”); andWHEREAS, in connection with such discussions, the Company or its Representatives (as defined below)may disclose to you confidential information relating to the Transaction and hereby requests that such informationbe kept confidential;NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the partiesagree as follows:The Company is prepared to disclose to you certain information concerning the Transaction and/or thebusiness, financial condition, operations, prospects, assets, liabilities and other confidential and proprietaryinformation of the Company or a client or potential client of the Company. In consideration for and as a conditionto such information being furnished to you, you agree to treat any such information (whether prepared by theCompany, its advisors or otherwise and irrespective of the form of communication) which has been or will befurnished to you or your Representatives (as defined below) by or on behalf of the Company pu rsuant hereto(collectively referred to as the “Confidential Information”) in accordance with the provisions of this Agreement, andto take or abstain from taking certain other actions hereinafter set forth.The term “Confidential Information” shall be deemed to include (i) all notes, analyses, compilations,studies, interpretations or other documents or materials prepared by you or your Representatives (as defined below)which contain, reflect or are based upon, in whole or in part, such information furnished to you or yourRepresentatives pursuant hereto and (ii) the fact that you are considering a possible transaction with the Company ora client and/or potential client of the Company, that this Agreement exists, that the Confidential Information hasbeen made available to you, that discussions or negotiations are taking place concerning a possible transactioninvolving the Company or a client and/or potential client of the Company or any of the terms, conditions or otherfacts with respect thereto (including the status thereof). The term “Confidential Information” does not includeinformation which (i) is or becomes part of the public domain or otherwise generally available to the public otherthan as a result of a disclosure by you or your Representatives in breach hereof, (ii) was known or available to youor your Representatives on a non-confidential basis (which, for the avoidance of doubt, shall mean information thatis disclosed to you or your Representatives without a contractual, legal or fiduciary obligation of confidentiality toany third party) prior to its being furnished to you or your Representatives by or on behalf of the Company pursuanthereto, (iii) becomes available to you or your Representatives on a non-confidential basis from a source other thanthe Company or any of its Representatives, provided that such source is not known by you or your Representativesto be bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party withrespect to such information, or (iv) has been or is subsequently independently developed by you or yourRepresentatives without use of or reference to the Confidential Information. For purposes hereof, “Representatives”as it applies to the Company shall mean its affiliates and its and their directors, officers, employees, advisors, agentsand other representatives. “Representatives” as it applies to you shall mean your directors, officers, employees,legal and financial advisors. The term “person” as used in this Agreement shall be broadly interpreted to include themedia and any corporation, partnership, group, individual or other entity.
30798034v2Restricted - ExternalYou hereby agree that you and your Representatives shall use the Confidential Information solely for thepurpose of evaluating the Transaction and for no other purpose, that the Confidential Information will be keptconfidential by you and your Representatives and that you and your Representatives will not disclose any of theConfidential Information to any third parties other than as provided herein. You will inform your Representatives ofthe confidential nature thereof and of the existence and terms of this Agreement, and will ensure such persons totreat the Confidential Information in accordance with the terms of this Agreement. In any event, you shall beresponsible for any breach of this Agreement that results from the actions or omissions by any of yourRepresentatives. You agree to advise the Company in writing of any misappropriation or misuse by any person ofConfidential Information of which you may become aware.In the event that you or any of your Representatives are requested or required (by deposition,interrogatories, requests for i nformation or documents in legal or administrative proceedings, subpoena, civilinvestigative demand or other similar process) to disclose any of the Confidential Information, you shall provide theCompany with prompt written notice of any such request or requirement so that the Company may seek a protectiveorder or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If a protectiveorder or other remedy or the receipt of a waiver by the Company is not obtained in a timely manner, and you or anyof your Representatives are nonetheless, upon advice of your external or internal counsel, legally compelled todisclose Confidential Information, you or your Representatives may, without liability hereunder, disclose thatportion of the Confidential Information which such external or internal counsel advises you that you or yourRepresentatives are legally required to disclose. In case of any disclosure pursuant to the immediately precedingsentence, you, to the extent you are legally able to do so, agree to cooperate with the Company (at the Company’sexpense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will beaccorded the Confidential Information.Upon the earliest of (i) a written request of the Company for any reason or for no reason, (ii) thecompletion of the limited purpose for which the disclosure was made, and (iii) the termination of this Agreement,you will promptly return or destroy all Confidential Information (including all physical copies thereof) furnished toyou or any of your Representatives by or on behalf of the Company pursuant hereto, including any materialsprepared by you or any of your Representatives containing, based upon or reflecting Confidential Information, andyou shall provide confirmation in writing from one of your officers that such destruction has occurred, provided thatyou and your Representatives may retain Confidential Information for your files as required by law or regulation oryour respective internal recordkeeping policies to maintain, including copies of any computer records or filescontaining Confidential Information that have been created pursuant to your respective electronic archiving and/orback-up procedures. You and your Representatives will keep confidential any retained information pursuant to yourobligations hereunder past termination of this Agreement. Notwithstanding the destruction or retention of theConfidential Information, you and your Representatives will continue to be bound by your obligations ofconfidentiality and other obligations hereunder.The Confidential Information provided to you may include material non-public information. You herebyacknowledge that you and your Representatives are aware and will abide by the federal and state securities lawswhich prohibit any person who has material, non-public information about a company from, among other things,purchasing or selling securities of such a company or from communicating such information to any other personunder circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell suchsecurities.You understand and acknowledge that neither the Company nor any of its Representatives make anyrepresentation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.You agree that neither the Company nor any of its Representatives shall have any liability to you or to any of yourRepresentatives relating to or resulting from the use of the Confidential Information. Only those representations orwarranties which are made in a final definitive agreement regarding the transactions contemplated hereby, when, asand if executed, and subject to such limitations and restrictions as may be specified therein, will have any legaleffect. Furthermore, nothing contained in this Agreement nor the furnishing of Confidential Information shall beconstrued as granting or conferring any rights by license or otherwise in any intellectual property of the Company,except for a limited right of use as specifically set forth herein. All right, title and interest in the ConfidentialInformation shall remain with the Company.
30798034v2Restricted - ExternalYou agree that unless and until a final definitive agreement regarding the Transaction has been executedand delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respectto the Transaction by virtue of this Agreement except for the rights and obligations specifically agreed to herein.You further acknowledge and agree that the Company and a client and/or potential client of the Company reservesthe right, in its sole discretion, to reject any and all proposals made by you or any of your Representatives withregard to the Transaction, and to terminate discussions and negotiations with you at any time. This Agreement shallin no way restrict the Company or any of their Representatives from being engaged or mandated by, or otherwiseassisting or participating in any transaction involving, any other party in connection with any transaction.It is understood and agreed that no f ailure or delay by the Company in exercising any right, power orprivilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude anyother or further exercise thereof or the exercise of any other right, power or privilege hereunder.Except as may otherwise be expressly agreed in writing, each party shall bear its own costs incurred inconnection with the Transaction. Additionally, neither party shall make use of the other party’s name or anyinformation acquired through its dealings with the other party for publicity or marketing purposes without the priorwritten consent of the other party.It is further understood and agreed that any breach of this Agreement by you or any of your Representativesmay result in irreparable harm to the Company, that money damages may not be a sufficient remedy for any suchbreach of this Agreement and that the Company shall be entitled to seek equitable relief, including injunction andspecific performance, as a remedy for any such breach and that neither you nor any of your Representatives shalloppose the granting of such relief. You further agree to waive, and to use your best efforts to cause yourRepresentatives to waive, any requirement for the securing or posting of any bond in connection with any suchremedy. Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this Agreement butshall be in addition to all other remedies available at law or equity to the Company. In the event of a breach of anyobligations under this Agreement by you or any of your Representatives, you shall, as soon as reasonably practicablefollowing the discovery of such breach, give notice to the Company of the nature of such breach and you agree tocooperate with the Company to take all reasonable steps directed by the Company to limit the extent of such breach.This Agreement and any matters arising out of or related to this Agreement shall be governed by, construedand enforced in accordance with the laws of the State of New York. The parties hereby irrevocably andunconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and of theUnited States District Courts located in the County of New York for any lawsuits, actions or other proceedingsarising out of or relating to this Agreement and agree not to commence any such lawsuit, action or other proceedingexcept in such courts. You further agree that service of any process, summons, notice or document by mail to youraddress set forth above shall be effective service of process for any lawsuit, action or other proceeding broughtagainst you in any such court. The parties hereby irrevocably and unconditionally waive (i) any objection to thelaying of venue of any lawsuit, action or other proceeding arising out of or relating to this Agreement (ii) the defenseof an inconvenient forum and (iii) trial by jury.This Agreement constitutes the entire agreement between the parties hereto regarding the subject matterhereof, supersedes all negotiations and agreements, oral or written, made prior to the execution hereof, and may notbe amended or terminated except pursuant to a written agreement and duly executed by the parties hereto. Nowaiver of any provision of this Agreement shall be effective unless in writing and any such waiver shall affect onlythe matter specifically identified therein and shall not extend to any other matter. The invalidity or unenforceabilityof any provision of this Agreement shall not affect the validity or enforceability of any other provisions of thisAgreement, which shall remain in full force and effect. This Agreement may be executed in counterparts, each suchcounterpart shall be deemed an original and all such counterparts shall together constitute one instrument.The terms of this Agreement shall terminate on the date that is two years from the date of this Agreement.This Agreement may be amended only by a written instrument executed by each of the parties. The termsof this Agreement may be waived only by a written instrument executed by the party waiving compliance.This Agreement may not be assigned by either party without the prior written consent of the other party.
30798034v2Restricted - ExternalThis Agreement is solely for the benefit of the parties and their respective successors and permitted assigns,and no other person may acquire or have any rights under or by virtue of this Agreement.Neither this Agreement nor the exchange of Confidential Information between you and the Companyrelating to the Transaction is or may be deemed to be a contract or an offer to enter into a contract concerning theTransaction, the terms of which, if consummated, will be contained in one or more definitive agreements betweenyou and the Company.[The rest of this page has been intentionally left blank.]
30798034v2Restricted - ExternalPlease confirm your agreement with the foregoing by signing and returning one copy of this letter to theundersigned, whereupon this Agreement shall become a binding agreement between you and the Company.Very truly yours,SUBJECT LENDERBy:____________________________________Name:Title:Accepted and agreed as ofthe date first written above:[Insert Counterparty Name]By:______________________________Name:Title: