CONFIDENTIALITY AGREEMENT

This Offering Memorandum (the “Memorandum” or “Offering Memorandum”), together with any and all due diligence materials provided by or on behalf of the owner of the Property (“Seller”) or Logic Commercial Real Estate (“Broker”), including without limitation leases, rent rolls, property financial statements, tenant financial information, operating agreements, surveys, title reports, environmental reports, engineering reports, and any other documents, data, or information of any kind furnished in connection with the real property located at 3451 N Michael Way, Las Vegas, NV 89108 (the “Property”) (collectively “Confidential Information”), contains select information pertaining to the business and affairs of the Property. This Memorandum was prepared based on information supplied by Seller and Broker. It contains selected information about the Property and the real estate market but does not contain all the information necessary to evaluate the acquisition of the Property. The financial projections contained herein (or in any other Confidential Information) are for general reference only. The projections are based on assumptions relating to the general economy and local competition, among other factors.

Accordingly, actual results may vary materially from such projections. Various documents have been summarized herein to facilitate your review; these summaries are not intended to be a comprehensive statement of the terms or legal analysis of such documents. All content provided is information of a general nature and does not address the circumstances of any particular individual or entity, nor shall the information constitute professional and/or financial advice. Recipient alone assumes the sole responsibility of evaluating the merits and risks associated with the use of any information before making any decisions based on such information. By signing below or electronically acknowledging receipt, the undersigned (“Recipient” or “you”) agrees to be bound by all terms and conditions of this Confidentiality Agreement (this “Agreement”).

The information contained in this Offering Memorandum and all other Confidential Information is confidential and furnished solely for the purpose of a review by a prospective purchaser of the Property. It is not to be used for any other purpose, including without limitation to compete with Seller, to solicit tenants of the Property, or to gain any commercial advantage, and shall not be made available to any other person without the written consent of Seller or Broker. The material is based in part upon information supplied by the Seller and in part upon financial information obtained from sources Broker deems reliable. Neither Seller nor Broker, nor any of their respective officers, directors, members, partners, employees, agents, or representatives, makes any representation or warranty, express or implied, as to the accuracy, completeness, currency, or reliability of this Offering Memorandum, any due diligence materials, or any other Confidential Information, and no legal liability is assumed or shall be implied with respect thereto. While the information contained in the Offering Memorandum and any other Confidential Information is believed to be reliable, neither Broker nor Seller guarantees its accuracy or completeness. Due to the foregoing and since the Property will be sold on an “As Is, Where Is” basis, a prospective purchaser must make its own independent investigations, projections, and conclusions regarding the acquisition of the Property without reliance on this Memorandum or any other Confidential Information. By accepting this Memorandum or any Confidential Information, the prospective purchaser expressly waives any and all claims against Seller and Broker arising out of or relating to the accuracy, completeness, or adequacy of the Confidential Information, and acknowledges that it is not relying on Seller or Broker for any representation, warranty, or guarantee regarding the Property. Although additional confidential information which may include engineering, environmental or other reports may be provided to qualified parties as marketing proceeds, prospective purchasers should seek advice from their own attorneys, accountants, engineers, environmental and other experts. The information contained in this Offering Memorandum and all other Confidential Information, and any related publication, are and shall remain the property of Seller and Broker and are protected by copyright, trademark, and/or other intellectual property, proprietary, work product rights and laws, and Recipient shall acquire no rights therein.

By acknowledging your receipt of this Offering Memorandum and/or any other Confidential Information from Broker, you agree that the following obligations shall survive for a period of three (3) years from the date you sign or electronically acknowledge this Agreement and shall not be extinguished by the return or destruction of Confidential Information, the completion or termination of any transaction, or the termination of discussions between the parties:

1. The Offering Memorandum, all due diligence materials, and all other Confidential Information, together with their contents, are confidential, and you shall not disclose publicly or otherwise the fact that the Property is available for sale, that you have received Confidential Information, that discussions or negotiations are taking place, or any terms or conditions being discussed. You will not, directly or indirectly, contact, solicit, or communicate with any tenant, vendor, supplier, or property manager of the Property without the prior written consent of Seller or Broker.
2. You will hold and treat all Confidential Information in the strictest of confidence. You will not, directly or indirectly, contact the Seller, any tenant, any lender, or any other party associated with the Property except through Broker, and you will not circumvent, avoid, bypass, or attempt to circumvent Broker’s role as Broker in any transaction involving the Property, whether during the marketing period or thereafter.
3. You will not, directly or indirectly, disclose or permit anyone else to disclose any Confidential Information to any person or entity without the prior written consent of Seller and Broker, except to your legal counsel, accountants, or financial advisors who have a need to know such information in connection with your evaluation of the Property and who are bound by obligations of confidentiality no less restrictive than those set forth herein (and you shall be responsible for any breach by such persons). If you are required by law, regulation, subpoena, or court order to disclose any Confidential Information, you shall, to the extent legally permitted, give Seller and Broker prompt written notice so that they may seek a protective order or other remedy, and you shall disclose only that portion of the Confidential Information that you are legally required to disclose. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement. Upon request by Seller or Broker, or upon your decision not to pursue the acquisition of the Property, you will promptly return or destroy all Confidential Information (including all copies, summaries, and excerpts thereof) and certify such return or destruction in writing. You acknowledge that any breach of this Agreement may cause irreparable harm to Seller and/or Broker for which monetary damages would be inadequate, and that Seller and/or Broker shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting any bond or other security. You agree to indemnify, defend, and hold harmless Seller, Broker, and their respective officers, directors, members, partners, employees, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of this Agreement by you or your representatives. In the event of any litigation arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
4. You expressly authorize and permit Broker to use your email and to email you directly in connection with any future real estate marketing campaigns, offerings, or communications on behalf of Seller or Broker. You allow and permit Broker to email you details concerning any marketing materials in all electronic mediums for the purpose of marketing and promoting the Broker and its listings. You acknowledge that you may opt out of future marketing communications at any time by contacting Broker in writing, but that such opt-out shall not affect any other obligations under this Agreement.

Seller and Broker expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or offers to purchase the Property and to terminate discussions with any person or entity reviewing this Offering Memorandum or any other Confidential Information or making an offer to purchase the Property unless and/or until a written agreement for the purchase and sale of the Property has been fully executed and delivered. A prospective purchaser’s sole and exclusive rights with respect to this prospective transaction, the Property, or Confidential Information provided herein or in connection with the sale of the Property shall be limited to those expressly provided in an executed written agreement for the purchase and sale of the Property (a “Purchase Agreement”) and shall be subject to the terms thereof. In no event shall a prospective purchaser have any other claims against the Seller or Broker or any of their affiliates or any of their respective officers, directors, shareholders, owners, employees, or agents for any damages, liability, or causes of action relating to this solicitation process or the marketing or sale of the Property. Neither this Offering Memorandum nor any other Confidential Information shall be deemed to represent the state of affairs of the Property or constitute an indication that there has been no change in the state of affairs of the Property since the date of such Confidential Information. Broker has a policy of proactive broker cooperation with the investment brokerage community. If applicable, a cooperating broker fee, in an amount to be determined by Seller and Broker in their sole discretion and communicated to the cooperating broker in writing prior to closing, shall be paid at closing to the cooperating broker that procures and represents the buyer that acquires this Property, subject to Seller’s prior written approval of such cooperating broker. If applicable, cooperation does not include brokers that represent themselves as principals or brokers who, or any member of whose immediate family, is participating in the purchase of the Property. No broker will be recognized on a prospect that has previously contacted or been contacted by the Seller or the Seller’s representatives. Neither Seller, Broker, nor any of their respective affiliates, principals, officers, directors, shareholders, members, partners, employees, agents, representatives, or contractors shall be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, including lost profits arising in any way from the information contained in this material or any other Confidential Information. This Agreement shall be governed by and construed in accordance with the laws of the State of ArizonaNevada, without regard to conflicts of law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in MaricopaClark County, ArizonaNevada, and you hereby consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ALL PROPERTY SHOWINGS ARE BY APPOINTMENT ONLY. PLEASE CONSULT A LCRE AGENT FOR MORE DETAILS.

"*" indicates required fields