GRE Non-Disclosure Agreement

CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Confidentiality & Non-Disclosure Agreement (“Agreement”) is entered into as fo the Date entered below (“Date”), between potential buyer/tenant (“Interested Party”), and/or potential buyer’s/tenant’s agent (“Agent”), in order to obtain more information about the property or business for sale or lease (“Asset”), from Gil’s Commercial Real Estate, Ricardo Gil Jr (“Listing Broker”), who represents the seller or landlord (“Listing Party”) in this transaction.

Collectively, the above-named persons/entities will be known as “Parties”. In connection with Interested Party’s consideration of purchasing or leasing Asset, Interested Party and Agent agree to the following terms and conditions:

Article I: Interested Party

A. Genuine Interest: Interested Party is genuinely interested in purchasing or leasing the Asset for Interested Party’s own use.

Article II: Representation

A. Listing Broker: Interested Party and Agent acknowledge that Listing Broker is the exclusive representative of Listing Party in this transaction, and that all inquiries regarding this Asset are to be directed to Listing Broker, including but not limited to letters of intent and offers to purchase or lease and terms of any negotiation.

B. Representatives of Interested Party: This information may not be shared with any other party, except those directly involved with the potential purchase, such as Interested Party’s employees, officers, directors, agents, consultants, accountants, contractors, advisors, and attorneys. If information is disclosed to any of the aforementioned, they must also agree to be bound by the terms of this Agreement.

C. Non-circumvention: Interested Party and Agent agree not to circumvent or interfere with Listing Broker’s listing in any way, including but not limited to purchasing or attempting to purchase Asset without the services of Listing Broker, at any time during listing agreement or for a period of three (3) years after expiration of listing agreement. This includes the purchase of Asset by a family member, business partner or business associate, or other party, to whom Interested Party or Agent have released information regarding Asset to. Agent further agrees not to contact Listing Party, directly or indirectly, to pursue the listing for sale or lease of Asset. If Interested Party or Agent violate the provisions of this Agreement, Interested Party and Agent agree to pay any compensation due to Listing Broker from Listing Party in the event of a successful closing.

Article III: Confidentiality

A. Confidential Information: The term Confidential Information shall include all financial, marketing, and technical information, terms of sale/leases or potential sale/lease, the fact that negotiations or discussion is taking place regarding the sale/lease, offers, contracts, business manuals, business procedures, customer lists, employee lists, flyers, brochures, reports, studies, surveys, analyses, notes, or other documents, transmitted by any mode of communication, whether written, electronic, regarding Asset.

B. Confidentiality: All information provided in connection with this Asset by Listing Broker to Interested Party and Agent is confidential, and they may not use the information for any purpose other than Interested Party’s evaluation for the possible purchase.

C. Reproduction: Interested Party and Agent are not to reproduce any of the information supplied to Interested Party and Agent by Listing Broker to any party other than what is approved above.

D. Access to Confidential Information: Listing Broker will not provide access to the Classified Information until Interested Party and Agent have executed this Agreement. At the conclusion of negotiations or at any time requested by Listing Broker, any information Interested Party and Agent have regarding Asset is to be returned to Listing Broker, without retaining copies of any confidential information.

E. Access to View Asset: Interested Party and Agent agree that they will only view Asset at a time, and in a manner that is approved in advance by Listing Broker.

Article IV: Disclosure

A. Non-Disclosure: Interested Party understands that Seller can be harmed financially if Confidential Information is released to any party that is not entitled to it and agrees not to disclose any Confidential Information released to Interested Party with respect to Asset to any party unless expressly authorized by the terms of this Agreement.

B. Discretion: Interested Party agrees not to contact any other parties involved in this transaction, directly or indirectly, without the consent of Listing Broker, including but not limited to owners, employees, landlords, tenants, occupants, customers, suppliers, etc.

Article V: Warranty/Guarantee

A. Listing Broker, in providing confidential information, makes no guarantees, warranties, either express or implied, regarding any of the classified information, including its completeness. Interested Party is to perform their own due diligence in verifying the information and agrees not to hold Listing Broker, Listing Party, or any other representative of Listing Party liable for any disputes arising out of the disclosure or use of Confidential Information.

Article VI: Term

A. This Agreement, including the provisions and conditions of the Agreement, shall be enforced for a period of three (3) years from the date of finalizing any transaction related to this Agreement, including a purchase, lease, or other transaction, whether the transaction is successful or unsuccessful, or when the Confidential Information becomes publicly available, whichever occurs first.

Article VII: General Provisions

A. Entire Agreement: This Agreement encompasses the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes any other agreements, whether written, oral, or otherwise, and may only be modified or amended by a writing signed by the parties.

B. Binding Agreement: This Agreement is binding on the parties to the Agreement, and upon their successors, assigns, and legal representatives of the parties.

C. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any litigation regarding the breach, interpretation, or enforcement of this Agreement is to be filed in the court with jurisdiction to hear such disputes, and all parties submit to the jurisdiction of said courts.

D. Language of this Agreement: The provisions of this Agreement shall be construed according to their fair meaning and not against either Listing Party or Interested Party because that party prepared the provision in question.

E. Attorney’s Fees: The prevailing party in any legal action arising from this Agreement, including arbitration or mediation, shall be reimbursed its reasonable attorney’s fees and costs from the losing party, in addition to any other relief granted.

F. Remedies: Interested Party understands and agrees that failure to perform any of the obligations of the Agreement could cause Listing Broker or Listing Party irreparable harm, for which monetary damages would not be sufficient, so Listing Broker or Listing Party shall be entitled to injunctive relief related to the enforcement of this Agreement, and any other relief available at law.

G. Unenforceable Terms: All parties agree that in the event that any clause or provision of this Agreement is deemed invalid, illegal, or unenforceable, that provision shall be removed or limited to the minimum extent allowed, and the enforceability of the remaining provisions of this Agreement shall not be affected.

IN WITNESS WHEREOF, the parties hereto understand and agree to the terms and conditions herein and have executed this Agreement as of the dates written below.