Confidentiality Agreement

I/We the Accepting Party/Parties and any related entities, including brokers, (the “Accepting Party”) is/are interested in obtaining information regarding this Property (the “Property”) in order to evaluate the possible acquisition (the “Proposed Transaction”) of the Property. By entering my/our password I/We accept the following terms of this confidentiality agreement:

1. Confidentiality: Any information with respect to the Property (collectively, the “Evaluation Materials”) provided to Accepting Party by Owner, Owner’s Representative and AW Properties / AuctionWorks any of their respective consultants, agents or employees (collectively, the “Seller Property”) will be used solely for the purpose of evaluating the possible acquisition of the Property by Accepting Party, and will not be used or duplicated for any other purpose. Accepting Party shall keep all Evaluation Materials strictly confidential provided that the foregoing shall not apply (a) to information of a public nature or learned by Purchaser from any source other than Seller, or (b) from and after the Closing Date. From and after the Closing Date Purchaser shall keep all financial information relating to the Tenants confidential. Nothing contained in this Section shall prohibit any party from disclosing information (I) to its lenders, members, partners, shareholders agents or consultants or prospective purchasers of any of the Parcels or any interest therein; provided that as a condition to any disclosure of Tenant’s or Seller’s financial information, Purchaser shall deliver to Seller a confidentiality agreement executed by the party receiving such information, which agreement shall be for the benefit of Seller and shall be at least as comprehensive as this agreement, (ii) as required by any applicable securities requirement, law or court order, or (iii) in any action between any of the following parties: Purchaser, Seller, Seller’s Affiliate, any Agreement, the provisions of this Section shall survive the Closing or any termination of this Agreement.
2. No Disclosure: Accepting Party shall not (I) disclose the fact that discussions are taking place concerning the possible acquisition of the Property or any of the terms thereof, or (ii) conduct any discussions, negotiations or make any inquiries concerning the possible acquisition of the Property with any other person or entity, except for Owner and AW Properties / AuctionWorks, except as may be expressly permitted elsewhere in the Agreement and, only in strict accordance with the provisions hereof.
3. No representations by Seller Parties: None of Seller Parties make any representations or warranties as to the accuracy of completeness of the Evaluation Materials or that actual results will conform to any projections contained therein. Owner, Owner’s Representative and AW Properties / AuctionWorks expressly disclaim any and all liability for representations or warranties, express or implied, contained in the Evaluation Materials or in any other written, oral or other communications transmitted or made available to Accepting Party by Seller Parties, including, without limitation, computer disks containing files with financial data or projections.
4. No Obligation: Owner is under no legal obligation of any kind whatsoever with respect to the Proposed Transaction by virtue of this Agreement, the delivery of any Evaluation Materials, any discussions concerning the Proposed Transactions or otherwise, unless and until a binding written agreement is executed and delivered by all parties thereto.
5. Accepting party hereby agrees to indemnify and hold harmless each of the Seller Parties against any and all costs, loss, liability or expense, including attorney’s fees and expenses, arising from or in any way connected with any breach of Accepting Party’s obligations under this Agreement.