This Confidentiality Agreement (the “Agreement”) is made in connection with the consideration by
Bristol Place affiliates (the “Recipient”) of a possible purchase those
properties listed in Exhibit “A” attached hereto and incorporated thereby (the “Property”) and HANLEY
INVESTMENT GROUP, INC.(“Broker”) who has been retained by the Owner in connection with the potential
sale of the Property. As a condition to Seller and Broker’s agreement to furnish and/or disclose Confidential
Information, as defined herein, to the Recipient for its review, the Recipient agrees to be bound by the terms
set forth in this Agreement. Recipient understands and agrees that any Confidential Information provided
herein shall not be disclosed to any third party or used other than as contemplated herein.
1. “Confidential Information” shall include all documents, and other written or oral information, as well
as forms of electronically transmitted data, furnished to the Recipient, or its officers, directors,
employees, agents, advisors, prospective lenders, or representatives (collectively “Representatives”)
by Broker relating to the Property, as well as written memoranda, notes, analyses, reports,
compilations, or studies prepared by or for the Recipient (in whatever form of medium) that contain,
or are derived from such information provided by Broker. “Confidential Information” shall not include
any of the foregoing information if obtained from third parties or if generally available to the public.
2. Recipient agrees that it will use the Confidential Information exclusively for the purpose of evaluating
the merits of a possible purchase of the Property and not for any other purpose whatsoever. Recipient
further agrees that it will not disclose any Confidential Information or use it to the detriment of Broker,
Seller or any of its affiliates, agents or representatives; provided, however, that the Recipient may
disclose Confidential Information (i) to any Representative of the Recipient who needs to know such
Confidential Information solely for the purpose of evaluating the Property for Recipient (provided that
such Representative shall keep all information confidential pursuant to the terms hereof, it being
understood and agreed that the Recipient shall be fully responsible for any disclosures by such person,
and (ii) as required by law (see Paragraph 5).
3. Recipient agrees that all written Confidential Information and all copies thereof will be returned or
destroyed promptly upon request of Broker. All digitally produce Confidential Information shall be
deleted from all storage, backups and computers. Recipient acknowledges and agrees that neither
Seller, Broker, or any other person has made any representations or warranties whatsoever, including,
without limitation, any representations as to the accuracy or completeness of any Confidential
Information provided hereunder and that no such person will have any liability relating to the
Confidential Information or for any errors therein or omissions therefrom. Recipient further agrees
that it is not entitled to rely on the accuracy or completeness of the Confidential Information, that it
will not make any claim against Broker, Seller or any other person based on or relating to the
Confidential Information. Analysis and verification of the Confidential Information is solely the
responsibility of the Recipient.
4. Recipient acknowledges that significant portions of the Confidential Information are proprietary in
nature and that Broker and Seller would suffer significant and irreparable harm in the event of the
misuse or disclosure of the Confidential Information. Without affecting any other rights or remedies
that either party may have, the Recipient acknowledges and agrees that Broker or Seller shall be
entitled to seek the remedies of injunction, specific performance and other equitable relief for any
breach, threatened breach or anticipatory breach of the provisions of this Agreement by the Recipient
or its Representatives.
5. In the event Recipient is required by law, regulation, self regulatory organization requirement or legal
process to disclose any of the Confidential Information, Recipient may, in an effort to comply with such
requirement, disclose any such Confidential Information without incurring any liability hereunder;
provided, however, that Recipient shall (i) use commercially reasonable efforts to give the Broker and
Seller, to the extent legally permissible, advance notice of any such requirement prior to disclosure so
the Broker or Seller may contest the disclosure or seek a protective order, and (ii) limit the disclosure
to the minimum amount that is required to be disclosed.
6. Nothing in this Agreement shall be construed to grant to Recipient a license to any Confidential
Information disclosed or to any patents, trademarks, copyrights or any other intellectual property
derived from the Confidential Information disclosed.
7. Nothing in this Agreement shall be construed as an agreement or offer to enter into a sale of the
Property. There shall be no binding agreement unless and until a purchase and sale agreement is
mutually executed by Seller and buyer.
8. This Agreement represents the entire agreement between the Parties concerning the subject matter
hereof. No modifications of this Agreement or waiver of the terms and conditions hereof will be
binding upon a Party unless approved in writing by the Parties.
9. The Parties shall not have the right to assign or transfer this Agreement or any rights or obligations
hereunder to any other party without prior written consent of the other Party.
10. Seller is a beneficiary of this Agreement and shall have the rights and remedies listed herein, as well as
any other remedies available in law or equity.
11. The terms of this agreement shall expire one (1) year from the date of execution.
Please indicate your agreement by signing below, whereupon this Agreement shall become a binding
agreement governed by and construed in accordance with the laws of California.