This Principal Confidentiality sets forth the terms and conditions pursuant to which NAI
Northern California (“Agent”) has agreed to provide you, as a Principal, with certain information
and materials (“Evaluation Materials”) which Seller of Record (“Seller”) is prepared to make
available for review on a confidential basis. Agent agrees to furnish the Evaluation Materials to
you in connection with your potential purchase of the Property based on your agreement to
each of the terms and conditions set forth below.
I. Confidentiality.
a. The Evaluation Materials furnished to you will not be used for any purpose other than to
evaluate a possible purchase of the Property by you as Principal, acting solely for your own
account.
B. You will not make any of the Evaluation Materials available, or disclose or distribute,
either orally or in writing, any of the contents of the Evaluation Materials, to any person
other than your counsel, analyst(s), equity partner(s), or potential lender(s) (hereinafter
“Excluded Persons”).
C. You will not disclose to any person, other than Excluded Persons, either the fact that
discussions or negotiations are taking place concerning a possible purchase of the Property
by you or any of the terms, conditions or other facts with respect to any such possible
purchase, including the status thereof.
D. You agree that you will not contact any tenant(s) or property management staff of the
Property in connection with your review of the Evaluation Materials. Any and all questions
related to the Evaluation Materials must be directed solely to Agent.
E. We may elect at any time to terminate access to the Evaluation Materials, and you agree
that you will, following any request by us or if you do not wish to purchase the Property,
promptly return to us all written Evaluation Materials and any other written material (and
agree to delete any analyses contained in a database or spreadsheet type format) containing
information in the Evaluation Materials and will not retain copies of such written material.
F. You acknowledge that when you make available the Evaluation Materials to any
Excluded Person, you will inform such Excluded Persons of the confidential nature of the
Evaluation Materials and the existence and terms of this Agreement.
G. To the extent the terms of Article I of this Agreement, governing Confidentiality, conflict
with the terms of any confidentiality or nondisclosure agreement between You and Seller
concerning the Property and/or the Evaluation Materials, the terms of that other agreement
shall control (but only with respect to the terms of this Article I).
II. General Provisions.
a. You acknowledge that neither the Seller, nor Agent, nor any affiliate of either of such
persons, nor any partner, director, officer, employee, agent of or consultant to any such
persons (collectively, “Seller/Agent”) has made any representation or warranty as to the
completeness or accuracy of the Evaluation Materials, and any representation or warranty in
connection therewith is hereby expressly excluded. The Evaluation Materials provided to you
are subject to, change of price or terms, withdrawal from market without notice, and prior
sale. You agree that the Seller/Agent shall have no liability to you resulting from the delivery
to, or use by, you of the Evaluation Materials or otherwise with respect thereto, and you
agree to defend, indemnify and hold the Seller/Agent harmless from and against all loss,
damage or expense sustained or incurred by Seller/Agent by reason of any unauthorized
distribution or disclosure of the Evaluation Materials by you or by any Excluded Person.
B. This Agreement reflects the parties’ entire agreement and understanding with respect to
the matters addressed herein. In entering into this Agreement, you are not relying on any
representations not set forth herein. This Agreement may not be modified or amended except
in a writing signed by each party.