Confidentiality Agreement: 145 Goodview Way, Gallatin, TN 37066

The undersigned Accepting Party (the “Accepting Party”) is interested in obtaining information regarding the property located at 145 Goodview Way Gallatin, TN 37066 to evaluate the possible acquisition (the “Proposed Transaction”) of the Property by Accepting Party.  The Owner will not deliver to Accepting Party any information with respect to the Property which may be confidential and/or proprietary in nature unless and until Accepting Party executes and delivers this Confidentiality Agreement (the “Agreement”).

By executing and delivering this Agreement and accepting the Evaluation Materials (as hereinafter defined), Accepting Party hereby agrees as follows:

1. Confidentiality.  Any information with respect to the Property (collectively, the “Evaluation Materials”) provided to Accepting Party by Owner or any of their respective consultants, agents, or employees (collectively, the “Seller Parties”) will be used solely for the purpose of evaluating the possible acquisition of the Property by Accepting Property and will not be used or duplicated for any other purpose.  Accepting Party shall keep Evaluation Materials strictly confidential; provided, however, that such Evaluation Materials may be delivered to such persons or entities who because of their involvement with the Proposed Transaction need to know such information for the purposes of giving advice with respect to, or consummating, the Proposed Transaction (all of whom are collectively referred to as “Related Parties”); provided, however, that any such Related Parties shall be informed by Accepting Party of the confidential nature of such information and shall be directed by Accepting Party (and Accepting Party shall cause such Related Parties) to keep all such information in the strictest confidence and to use such information only in connection with the Proposed Transaction and in accordance with the terms of this Agreement.  Accepting Party will not communicate with employees on or off site of property without written consent of Owner. If accepting party breaches this agreement by communicating with employees on or off site of property, then they will be immediately eliminated from submitting an offer and purchase of property. 

2. Return of Evaluation Materials.  If, at any time, Accepting Party elects not to proceed with the Proposed Transaction, or, upon request of Owner, Accepting Party will promptly deliver to Owner the evaluation materials received by Accepting Party, whether received before or after the date of this Agreement, without retaining copies thereof.

3. No Disclosure.  Accepting Party shall not (i) disclose the fact that discussions or negotiations are taking place concerning the possible acquisition of the Property or any of the terms thereof, or (ii) conduct any discussions, negotiations or make any inquiries concerning the possible acquisition of the Property with any other person or entity (including tenants) except for Owner except as may be expressly permitted elsewhere in this Agreement and, in such case, only in strict accordance with the provisions hereof.  If Accepting Party or a Related Party becomes legally compelled to disclose all or any part of Evaluation Materials, Accepting Party will provide Owner with prompt written notice so that Owner may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.  Accepting Party acknowledges that damages may be inadequate to protect against breach of these provisions and therefore agrees in advance to the granting of injunctive relief as described above in Owner’s favor without proof of actual damages, in addition to any other remedies available at law or in equity.  In the event that such a protective order or other remedy is not obtained, or that Owner waives compliance with the provisions of this Agreement, in such instance, Accepting Party will furnish only that portion of the Evaluation Materials which is legally required and will exercise best efforts to obtain reliable assurance that confidential treatment will be accorded the Evaluation Materials.  Accepting Party shall reimburse Seller Parties for all costs and expenses, including reasonable attorney’s fees incurred by Seller Parties in successfully enforcing Accepting Party’s obligations under this Agreement.

4. No Representations by Seller Parties.  None of Seller Parties make any representations or warranties as to the accuracy or completeness of the Evaluation Materials or that actual results will conform to any projections contained therein.  Owner expressly disclaims any and all liability for representations or warranties, express or implied, contained in the Evaluation Materials, or in any other written or oral communications transmitted or made available to Accepting Party by Seller Parties.  The Property is being offered on an “as is” basis with no representation as to the physical condition of the Property.

5. No Obligation to Sell.  Owner is under no legal obligation of any kind whatsoever with respect to the Proposed Transaction by virtue of this Agreement, except for the matters specifically agreed to herein.

6. Real Estate Brokerage Commission. Purchaser shall be responsible for any commissions paid to its Broker.

Accepting Party:

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