Due Diligence

CONFIDENTIALITY AGREEMENT

Hathaway Building
Seattle, Washington (“the Property”)

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

KIDDER MATHEWS has available for review certain information (“Property Information”) concerning the Property. On behalf of owner, KIDDER MATHEWS may make such Property Information available to the undersigned upon execution of this Confidentiality Agreement. As used herein, the term “Property Information” means information disclosed by KIDDER MATHEWS or owner to you with respect to the Property, whether delivered orally, by email, by thumbdrive, “drop box” or other electronic storage means, by fax, visually or in hard copy. Property Information also includes any information gathered by inspection of the Property. By executing this Confidentiality Agreement, you agree that neither you, nor any of your employees, agents, contractors or representatives will (1) enter the Property or in any way inspect the Property unless accompanied by an agent of Kidder Mathews, or (2) communicate in any manner with any tenant of the Property or any other person on the Property.

You, on behalf of yourself and your employees, agents, and representatives, agree to keep (a) the Property Information, (b) any facts which may come to your attention as a result of the Property Information, (c) any other information obtained by you, from the owner of the Property or from third parties relating to the Property, (d) the fact that the Property is being marketed for sale, and (e) the negotiations relating to the sale of the Property (collectively, the “Confidential Information”), strictly confidential and shall not disclose the Confidential Information to any third party other than your consultants, engineers, lawyers, lenders, potential lenders, and partners (provided that you shall impose on all such third parties the same confidentiality obligations set forth herein), and you and such third parties shall not use the Confidential Information other than in connection with the purchase of the Property. “Confidential Information” shall include analyses, compilations and studies developed by you to the extent the same incorporates Confidential Information. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to invest in the Property. This is not an agreement to sell the Property nor an offer of sale. No agreement binding upon owner of the Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until owner of the 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 KIDDER MATHEWS, primarily from information supplied by owner. It does not purport to be all-inclusive or to contain all the information that a prospective buyer may desire. Neither KIDDER MATHEWS 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.

Disclosure of Confidential Information pursuant to a court order shall not violate this Confidentiality Agreement, provided that you provide owner and KIDDER MATHEWS 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 the 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 KIDDER MATHEWS immediately without retaining any copies thereof if negotiations are not pursued or upon cessation of any negotiations or demand by KIDDER MATHEWS.

The undersigned parties hereby acknowledge that they have not dealt with any broker other than KIDDER MATHEWS regarding the acquisition of the Property, or if they have, the undersigned parties hereby agree to indemnify owner and KIDDER MATHEWS against any compensation, liability, or expense arising from claims by any other broker or other party in connection with the sale of the Property. If buyer elects to engage a buyer's broker, then buyer agrees to pay buyer's broker fee.

This Confidentiality Agreement may be signed in multiple counterparts and signature may be transmitted by facsimile or by e-mail in a pdf file or other digital format. Your obligations under this Confidentiality Agreement will terminate upon owner’s sale of the Property but not later than two years from the date of your signature of this Confidentiality Agreement.