THIS AGREEMENT is made effective as of the ___ day of ______ 2024, by and between Team Ceresnak of Northmarq Commercial (“Provider”) and ___________________ (“Recipient”).

WHEREAS, Provider and Recipient, for their mutual benefit and in connection with a prospective transaction regarding certain real property(s) described in Exhibit A (the “Subject Property &/or Properties”), anticipate that Provider may disclose or deliver to Recipient certain documents, information, drawings, data, sketches, plans, programs, specifications, and other information, both written and oral, of a secret, confidential, or proprietary nature, including financial documents and any amendments or supplements thereto (collectively, “Confidential Information”); and

WHEREAS Provider is providing the Confidential Information to assist the Recipient in developing an understanding of the Subject Property and its suitability for Recipient’s purposes; and

WHEREAS Provider desires to assure that the confidentiality of any Confidential Information is maintained;

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, Provider and Recipient hereby agree as follows:

1. Recipient shall hold in trust and confidence, and not disclose to others or use for any purpose other than to evaluate the Subject Property and to perform Recipient’s obligations under any agreements between the parties, any Confidential Information disclosed by Provider. Recipient may disclose Confidential Information to persons within its organization only if such persons (i) are owners, officers, managers, or employees of Recipient; (ii) are bound in writing to protect the confidentiality of such Confidential Information; and (iii) only on a need-to-know basis. This Paragraph shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs, and assigns.
2. The obligations of Recipient under this Agreement shall not apply to Confidential Information which: (a) is publicly available through no fault of Recipient; (b) is disclosed to third parties by Provider without restriction; (c) was known to Recipient prior to receipt from Provider or independently developed by Recipient; or (d) must be disclosed pursuant to legal process. If compelled to disclose, Recipient shall notify Provider so that Provider may seek protective remedies.
3. Title to all Confidential Information remains the sole property of Provider. This Agreement does not grant any rights to Recipient except as necessary to evaluate the Subject Property.
4. Upon Provider's request, Recipient shall return all materials containing Confidential Information or confirm their destruction.
5. The parties further agree to the following terms and conditions:
   
   
   1. Recipient acknowledges that Provider has advised Recipient the Confidential Information needs to be protected from improper disclosure. Any breach by Recipient of any of Recipient’s obligations under this Agreement will result in irreparable injury to Provider for which damages and other legal remedies may be inadequate. In seeking enforcement of any of these obligations, Provider will be entitled to (in addition to other remedies) preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement. The prevailing party in any action brought to enforce this Agreement shall be entitled to recover reasonable costs and expenses, including attorneys’ fees. Nothing contained herein shall be construed as prohibiting Provider from pursuing any other remedy available to it for such breach or threatened breach.
   2. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
   3. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
   4. Provider is providing the Confidential Information to Recipient as a convenience to assist Recipient with its initial evaluation of the Subject Property for the Recipient’s intended purposes. Recipient acknowledges that Provider has not investigated the truth, veracity, accuracy, completeness, or sufficiency of the Confidential Information, and Provider makes no representation or warranty as to the truth, veracity, accuracy, completeness, or sufficiency of the Confidential Information. Furthermore, Provider makes no representation or warranty as to the suitability of the Subject Property for the Recipient’s intended purposes. Recipient acknowledges that it is responsible for conducting its own independent investigations to determine the suitability of the Subject Property for its intended purposes, and it should not rely on or expect that the Confidential Information is indicative of future results with respect to the subject matter of the Confidential Information or the Subject Property. Recipient agrees to indemnify, release, and hold harmless Provider for any damages, claims, or liability that may arise from or relate to the Subject Property or the Confidential Information.
   5. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
   6. This Agreement does not create any agency, partnership, or joint venture between the parties.
   7. This Agreement is governed by and will be construed in accordance with the laws of the State of North Carolina.
   8. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by Provider and Recipient.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.