8.10 AC


Village Center

Core Orange County | California

Confidentiality Agreement

This Confidentiality Agreement is made this by and between Paul Bitonti of Marcus & Millichap (“Disclosing Party”) and the Undersigned (“receiving Party”), with respect to providing rents, leasing information and any all information related to the property referred to as Village Center, California.

1. It is understood and agreed that certain business information proprietary to Disclosing Party, which Disclosing Party considers confidential, has been or may be provided or disclosed to Receiving Party in connection with the parties’ discussions regarding the Proposed Transaction. In consideration of Receiving Party being granted access to the Confidential Information (as defined below), Receiving Party agrees to the following terms and conditions.

2. The term of this Agreement shall be for one year following the date hereof, following which all obligations under this Agreement shall cease and be of no further force or effect.

3. Confidential information (“Confidential Information”) shall mean any information, books of accounts, bank records, financial records, employee records, documents, agreements, licenses, contracts, customer lists, operating history, assets or operations, architectural and engineering information, management agreements, or any other information regarding the Property provided by Disclosing Party before or after the date hereof to Receiving Party or its employees, agents, attorneys or consultants (collectively, “Representatives”), directly or indirectly, in writing, orally or through the inspection of assets or records.

4. Confidential Information does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Receiving Party or any of its Representatives (as defined below) in violation of this Agreement, (ii) was previously known to Receiving Party or any of its Representatives free of any obligation to keep it confidential prior to its being furnished to Receiving Party pursuant hereto, (iii) becomes available to Receiving Party or any Representative from a source other than Disclosing Party provided that such source is not known to Receiving Party or such Representative to be bound by a confidentiality Agreement with respect to such information, or (iv) is independently developed by Receiving Party or a Representative without breach of this Agreement.

5. Receiving Party and its Representatives will hold and treat the Confidential Information in the strictest confidence and will not, directly or indirectly, disclose or permit anyone else to disclose this Confidential Information or any part of the Confidential Information to any other person or entity without prior written authorization of Disclosing Party, except that Receiving Party may disclose Confidential Information to it Representatives and to its prospective investors and lenders who are informed of the confidential nature of the Confidential Information and agree to hold it in confidence.

6. Receiving Party and its Representatives agree they will take reasonable security measures and use reasonable care to preserve and protect the secrecy of and to avoid disclosure or the use of the Confidential Information other than as permitted hereby.

7. Receiving Party shall be liable for any violations of this Agreement by its Representatives.

8. If Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, request for information documents in legal proceedings, subpoenas, civil investigative demands or similar processes) to disclose any Confidential Information, it is agreed that Receiving Party will provide Disclosing Party with prompt notice of such request or requirement so that Disclosing Party may seek a protective order or other appropriate remedies, waive Receiving Party’s or such Representative’s compliance with the provisions of this Agreement, or both. If, in the absence of a protective order or other remedy or the receipt of a waiver by Disclosing Party, Receiving Party or any Representative is nonetheless legally compelled to disclose Informational Materials, Receiving Party or its Representative may, without liability hereunder, disclose that portion of the Confidential Information which is legally required to be disclosed, provided that Receiving Party exercises reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

9. It is understood and agreed that money damages would not be sufficient remedy for any breach of this Agreement by Receiving Party or its Representatives and that Disclosing Party shall be entitled, without the requirement of posting a bond or other security (which requirement Receiving Party and its Representatives hereby waive), to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to Disclosing Party Receiving Party also agrees to reimburse Disclosing Party for all costs and expenses, including reasonable attorney’s fees, incurred by Disclosing Party in enforcing the obligations hereunder.

10. If any provision hereof or the application thereof to any circumstance is found unenforceable, invalid or illegal, such provision shall be deemed deleted from this Agreement or not applicable to such circumstance, as the case may be, and the remainder of this Agreement shall not be affected or impaired thereby.

11. This Agreement shall be governed by the laws of the State of California.

12. This Agreement may not be amended or terminated in any manner except by an instrument in writing, executed by all parties.

13. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any prior agreement(s) or understanding(s) among or between them with respect to such subject matter.

14. The undersigned representatives of Receiving Party and Disclosing Party respectively represent and warrant that he is authorized to execute this Agreement on behalf of Receiving Party and Disclosing Party, respectively, and that this Agreement when executed, shall become a valid and binding obligation of the Receiving Party and Disclosing Party, as applicable, enforceable in accordance with its terms.

I accept the Terms of this Confidentiality Agreement.

By typing my name below, I am electronically signing this Agreement.

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