Nevada City Botanical Campus

TJT Realty Inc., DBA Tucker Commercial ("Broker") has been retained by the subject property's ownership ("Owner") in connection with a possible sale of 545 Searls Ave, Nevada City, CA 95959 (the "Property"). Broker, on behalf of Owner, has agreed to make available to the undersigned (the "Prospect") certain "Confidential Information" (hereinafter defined) provided Prospect agrees to all of the terms and provisions of this agreement (the "Agreement"). Prospect desires to receive Confidential Information in connection with the Property, and in consideration of same, the receipt and sufficiency of which are acknowledged, Prospect hereby agrees with Broker and Owner as follows:

1. Confidential Information. "Confidential Information" means all non-public or proprietary information concerning the Property disclosed by or through Broker to Prospect, including without limitation development, sales or marketing plans, business strategies or plans, accounting or financial information, processes, systems, data, customer information, documents, studies and other materials relating to the Property, whether written or oral and in any medium, tangible or intangible. Confidential Information does not include information which (i) becomes publicly available other than as a result of disclosure by Prospect or its representatives, (ii) was already in Prospect's possession prior to the date of this Agreement, (iii) is independently created by Prospect from information not otherwise deemed Confidential Information, or (iv) becomes available to Prospect on a non-confidential basis from a source other than Broker or Owner, provided such source is not bound by a confidentiality obligation.
2. Use and Nondisclosure. All Confidential Information shall be used by Prospect solely for the purpose of evaluating a possible purchase of the Property and for no other purpose. Except as required by applicable law, Prospect shall keep all Confidential Information confidential and shall not disclose it to any other parties, provided that such information may be disclosed to Prospect's affiliates and their respective directors, officers, employees, professional advisors, representatives, reinsurers and rating agencies in connection with evaluation of a possible purchase of the Property. Prospect shall inform such parties of the terms of this Agreement and shall be responsible for any breach by its representatives. Broker is not authorized to receive confidential or proprietary information from Prospect and any such information submitted shall not be deemed confidential and may be freely used by Owner without compensation.
3. No Contact. Prospect shall not contact or attempt to communicate with any media representatives, governmental authorities, or with any of Owner's employees, agents, contractors, tenants or prospective tenants with respect to the Property without the prior written consent of Owner, which may be withheld in Owner's sole discretion.
4. Compelled Disclosure. If Prospect is required by subpoena or other legal process to disclose any Confidential Information, Prospect shall promptly notify Broker so that Broker or Owner may seek a protective order or waive compliance in writing. If no transaction is completed, Prospect shall promptly return all Confidential Information to Broker without retaining copies.
5. No Warranty. Neither Broker nor Owner nor their respective representatives make any representation or warranty as to the accuracy or completeness of the Confidential Information and shall have no liability resulting from Prospect's use thereof.
6. Indemnification. Prospect shall indemnify and hold harmless Broker and Owner and their respective officers, directors, employees, agents and representatives from any claims, damages or expenses, including attorneys' fees, arising out of any claim for commissions or compensation based on alleged dealings with Prospect. This obligation shall survive termination of this Agreement.
7. Exclusive Agency. Broker is acting as Exclusive Agent for Owner in connection with marketing the Property. If Prospect retains a co-broker, Prospect and such co-broker shall indemnify Broker and Owner from any claims for commissions or fees arising therefrom.
8. Non-Binding Discussions. Prospect shall keep confidential the fact that negotiations or discussions are taking place. Prospect acknowledges that Broker has no authority to bind Owner and that no transaction shall be binding unless Owner executes a final written agreement. All negotiations are non-binding and either party may withdraw at any time without liability, except as provided herein.
9. Remedies and Entire Agreement. In the event of a breach, Broker or Owner shall be entitled to all legal and equitable remedies including injunctive relief. This Agreement constitutes the entire agreement among the parties and supersedes all prior understandings. This Agreement may only be amended in writing signed by all parties and shall be binding upon their successors and assigns.
10. Governing Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California. Any action shall be brought in a state or federal court located in Sacramento County, California. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
11. Term. This Agreement shall remain in effect until the earlier of (i) one year from the date of execution or (ii) the closing of the purchase and sale of the Property and recordation of the deed.

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