CONFIDENTIALITY AGREEMENT

OpenSquare Building (“Property”)

303 South River Street

Seattle, Washington

The undersigned has been advised that Kidder Mathews (“KM”) have been retained on an exclusive basis with respect to the sale of Property. The owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to KM.

KM have available for review certain information (“Confidential Information”) concerning Property. On behalf of owner, KM may make such Confidential Information available to the undersigned upon execution of this Confidentiality Agreement. As used herein, the term “Confidential Information” means information disclosed by KM or owner to you with respect to the Property, whether delivered orally, via shared file, by computer disc, by fax, visually or in hard copy, and which is confidential or proprietary in nature. “Confidential Information” shall include analyses, compilations and studies developed by you to the extent the same incorporates Confidential Information provided by KM or owner to you. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to invest in Property. This is not an agreement to sell Property nor an offer of sale. No agreement binding upon owner of Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until owner of Property enters into a formal binding agreement of sale.

The Confidential Information contains brief, selected information pertaining to the business and affairs of owner, and has been prepared by KM, primarily from information supplied by owner. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither KM nor owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.

By executing this Confidentiality Agreement you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm, or entity without prior written authorization of owner or KM , except that the information may be disclosed to your partners, employees, legal counsel, and lenders on a need to know basis, or pursuant to a court order. The Undersigned will inform all with whom they interact with relating to the Property of the confidential nature of the information being shared and direct them to treat it confidentially. In the event you become legally obligated to disclose any Confidential Information, you will provide owner and KM prompt notice thereof so that owner may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement. The owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in Property and to terminate discussions with any party at any time with or without notice. The undersigned hereby agrees to return the Confidential Information to KM immediately without retaining any copies thereof if negotiations are not pursued or upon cessation of any negotiations or demand by KM.

The undersigned parties hereby acknowledge that they have not dealt with any broker other than Andy Miller of KM regarding the acquisition of Property, or if they have, the undersigned parties hereby agree to indemnify owner and KM against any compensation, liability, or expense arising from claims by any other broker or other party in connection with the sale of Property.

ACKNOWLEDGED AND AGREED:
Signature:
Name of Buyer (printed): ____
Title:
Company:
Address:
City, State, Zip:
Phone Number:
Fax Number:
Email: / (Broker Acknowledgement if Applicable)
ACKNOWLEDGED AND AGREED:
Signature:
Name of Broker (printed): ______
Title:
Company:
Address:
City, State, Zip:
Phone Number:
Fax Number:
Email:

Please sign and return to Andy Miller via fax at (425) 451-3058 or scan and email to