CONFIDENTIALITY AGREEMENT

Union Chapel

Revel & Underwood, Inc., hereinafter referred to as (“RU”), is acting as the exclusive agent of the Owner in connection with the above referenced real estate assets, hereinafter referred to as (the “Property”).

In its capacity as exclusive agent, RU has available for review certain information concerning the Property, which may include without limitation, a sales package prepared by RU and Owner, various documents, legal instruments, studies, and other materials both written and oral (collectively referred to as “Project Information”).  Owner shall permit you (“Principal”) to view the Project Information in return for your guarantee that information obtained from such viewing will be kept confidential and will be used only by you and your advisors or investors to evaluate the Property with intent to purchase. RU makes no representations, express or implied, as to the accuracy of the Project Information and neither Owner, RU, nor shall any persons acting on their behalf, have any liability to you resulting from the delivery to you, or use by you, of said information. 

Principal agrees to not provide information to any competitor, customer or supplier of Owner and agree not to use the information provided to enter into competition with Owner.  Principal accepts responsibility for keeping confidential all information about the Property other than that, which had previously been disclosed, to the public through advertising or other means. 

While Owner may discuss the purchase and sale of the Property with you, either party, in its sole and absolute discretion, may terminate discussions at any time for any reason. Neither party shall be bound by any oral agreement of any kind and no rights, claims, obligations or liabilities of any kind, whether expressed or implied, shall arise or exist in favor of or be binding upon either party except to the extent same are expressly set forth in a final, written agreement signed by both parties. Principal agrees not to look to the Owner for any commissions, fees or other compensation in connection with the sale of the property. Should Principal elect to have representation by a Co-broker, Principal hereby agrees that any fees earned by or owed to Co-broker in connection with this transaction will be paid by the undersigned Principal.

Owner reserves the right to negotiate with one or more prospective buyers at any time and to enter into a definitive agreement for the sale of the Property without prior notice to you.

This Agreement inures to the benefit of the Owner and shall be enforceable by RU and Owner by all available legal and equitable remedies. The terms of this Confidentiality Agreement will apply to you and any related entities. Upon breach of this Agreement, the enforcing party shall be entitled to attorney fees, costs and expenses related to enforcement.

Property Interested in: Union Chapel