REAL ESTATE CONFIDENTIALITY AGREEMENT

1.     The Parties.  This Real Estate Confidentiality Agreement (“the Agreement”), made upon the date of signature by (“ Potential Purchaser’s Representative)” whether one or more) and the (“Seller” and “Seller’s Representative” whether one or more), Coldwell Banker Elite (collectively the “Parties”).2.     The Property.  In connection with the Potential Buyer’s consideration of a possible purchase of the Seller’s real estate located in Haul Road, Frededricksburg VA 22408 45+ acres , known as Tidewater Trail Property (the “Property”), the Parties agree as follows:3.     Genuine Interest.  To Potential Buyer is genuinely interested in purchasing the Property from the Seller.4.     Permitted use.  The Parties will use the confidential information solely for the purpose of evaluating the Property and the ability of the Potential Buyer to purchase the Property.5.     Confidential Information.  The Potential Buyer and the Buyer Agent acknowledge that any and all information and materials furnished by the Seller or his agent concerning the Seller, the Property, including but not limited to, the Seller’s name, the intended use for the Property, development plans, budgets and any other information provided by the Seller or his or her agent may not be used for any purpose other than the Potential Buyer consideration and/or the purchase of the Property. In addition, the Parties further agree that Confidential Information shall include the fact that the Seller is listing the Property for sale, the fact that discussion or negotiations are taking place with respect to the Property, or the actual or potential terms, or conditions or facts involved in any such discussions or negotiations.   6.     Non-Disclosure.  Potential Buyer and Buyer Agent agree that all Confidential Information shall remain the exclusive property of the Seller and the Potential Buyer and the Buyer Agent shall have no right to use or disclose the Confidential Information except as expressly provided herein. If the Potential Buyer or any of its representatives are required by a court or tribunal of competent jurisdiction to make any disclosure of Confidential Information, then the Potential Buyer shall promptly (but in any event no later than five (5) business days after they become aware that it is required to make such disclosure) notify the Seller in writing, if notification is permitted by law, and use commercially reasonable efforts to assist the Seller in obtaining, at Seller’s expense, a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that is disclosed. Subject to the provisions of this Section 6, the Potential Buyer or the Buyer Agent may furnish that portion (and only that portion) of the Confidential Information that is legally compelled or otherwise required to be disclosed.7.     Non-Circumvention.  Potential Buyer and the Buyer Agent agree not to engage in, execute, or pursue any business transaction with the Seller or any third-party that was introduced by the Seller’s representative that may circumvent, or attempt to circumvent, the Seller or the Seller’s Representative’s rightful business interests.8.     This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia and shall survive the sale and settlement of the Property (if any) for a period of 5 years from the date of settlement or if the information becomes publicly available, whichever occurs first. 9.     Damages.  The Potential Buyer and the Buyer Agent understands and acknowledges that any disclosure or use of any Confidential Information in violation of the Agreement, may cause the Seller irreparable harm, the extent of which would be difficult to ascertain and /or quantify.  Accordingly, the Seller shall have the right to seek temporary injunctive relief without the posting of a bond to prevent breach of this Agreement and/or restrain any such further disclosure or misuse, until such time as the matter may be heard by a court of competent jurisdiction. In the event of a breach of any of the obligations of this Agreement by the Potential Buyer or the Buyer Agent, the breaching party agrees to pay the Seller $10,000 (“Liquidated Damage Amount”). Potential Buyer and Buyer Agent acknowledge that the actual damages likely to result from breach of this Agreement are difficult to estimate on the date of this Agreement and would be difficult for the Seller to prove. The parties intend that Potential Buyer’s or Buyer Agent’s payment of the Liquidated Damage Amount would serve to compensate Seller for any breach of Potential Buyer’s or Buyer Agent’s obligations under this Agreement, and they do not intend for it to serve as punishment for any such breach by Potential Buyer or Buyer Agent.The rights afforded the Seller under this Section 9 shall be in addition to any remedies available to Seller at law or in equity. 10.  Miscellaneous. This Agreement is the full understanding of the Parties relative to the protection of Confidential Information and supersedes all other understandings with respect to the subject matter hereof, whether written or oral; provided, however, notwithstanding anything to the contrary herein, this Agreement shall not be deemed to override any pre-existing or subsequent non-disclosure or confidentiality agreements. All additions or modifications to this Agreement must be made in writing and signed by both Parties. This Agreement shall be binding on the Parties and inure to their respective successors and permitted assigns. Neither Party may assign this Agreement nor any of its rights nor obligations hereunder to a third party without the prior written consent of the other Party. The Parties do not intend that any agency or partnership relationship be created by this Agreement. Any failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision. This Agreement may be executed in two counterparts, each of which shall be considered an original and both of which shall constitute one agreement. The signature of each Party may be delivered by scanned image (e.g., .pdf or .tiff file extension name) as an attachment to electronic mail (e-mail) and such scanned signature shall be treated in all respects as having the same effect as an original inked signature.