CONFIDENTIALITY, NON-CIRCUMVENT AGREEMENT

THIS CONFIDENTIALITY, NON-CIRCUMVENT AGREEMENT (The “Agreement”) is made and entered into as of this ___ day of ______, 2017 by Barnes International Realty Los Angeles (“Broker”) and ______(“Prospective Investor/Buyer” also referred to as “investor”).

“The property or business” subject to this Agreement is Located at:______

WHEREAS, Broker is interested in sharing information with Prospective investor regarding the Property, Prospective Investor understands and agrees that the information provided (Confidential Information”) to investor by Broker, including but not limited to the information that a property/business is or may be available for sale, is highly sensitive and strictly confidential, and shall be maintained by the undersigned with the utmost confidence.

NOW THEREFORE, as a condition to disclosing the Confidential Information to Prospective Investor, and in recognition by each party hereto that such Confidential Information constitutes valuable and unique asset owned by Broker, Prospective Investor and Broker agree as follows:

1. Nondisclosure. Without the express prior written consent of Broker, Prospective Investor agrees:

(a)Not disclose to any other person, entity or third party, any of the Confidential Information, which is disclosed to Prospective Investor by Broker; and

(b) That it will only disclose the Confidential Information to its directors, officers or employees, as well as counsel, consultants, accountants and financial institutions (collectively the “Investor’s Agents”) who need to know such Confidential Information in order for investor to make use effectively of same in Investor’s evaluation of the Property (the “permitted use”). Investor and any of Investor’s Agents agree to use Confidential Information solely for the Permitted Use; and

(c) To protect and maintain the confidentiality of the Confidential Information using at least the same level of care that Prospective Investor uses to protect and maintain the confidentiality of its own Confidential Information.

2. Non-Circumvention. The Prospective Investor acknowledges that (1) Broker has invested a great amount in time, labor and money in order to discover the existence of the Property; and (2) that Broker will be damaged if the investor contacted or entered into an agreement with any other party in an effort to circumvent Broker or Broker’s rights under this Agreement. Therefore, the Investor agrees that it will not and will not attempt directly or indirectly, to circumvent Broker or Broker’s rights under this Agreement. This specifically includes entering into an agreement with any other individual or entity for the acquisition of the Property, without the written consent of the Broker.

(3). Term. The obligations under this agreement shall continue in full force and effect for two (2) years from the date of execution by all parties.

4. Miscellaneous.

a) This Agreement represents the entire understanding and agreement between Prospective Investor and Broker with respect to the subject matter hereof, and supersedes all other understandings and representations, if any, made by and between the parties hereto. No modification or waiver of any of the terms of this Agreement will be effective unless made in writing and signed by Investor and Broker. All of the terms of this Agreement shall be binding upon, insure to the benefit of, and be enforceable by and against Investor and broker and their respective legal representatives, successors and permitted assigns.

(b) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Without limiting the jurisdiction or venue of any federal or state court, the parties irrevocably and unconditionally: agree that any legal proceeding relating to this Agreement may (but is not required to) be brought in the state courts of California; consent to the jurisdiction of each such court waive any objection which the parties hereto may have to the laying of venue of any proceeding in any of such courts; and (iv) agree that service of any court paper may be effectuated on the applicable party by mail, or in such other manners as may be provided under applicable laws in the State of California.

(c) No remedy herein conferred upon a party hereto is intended to be exclusive of any other remedy. No single or partial exercise by a party hereto of any right, power or remedy hereunder shall preclude any other or further exercise thereof.

(d) Investor may not assign this Agreement and Investor’s rights, duties and obligations hereunder to any person or entity without the prior written consent of Broker provided that the assignee assumes all rights and obligations hereunder.

Accepted and Agreed to this ___ Day of ______, 2017

By: ______By: ______

Name: Name:

Title: BARNES International Realty LA Title: ______