1. Confidentiality

Any information with respect to the Property (collectively, the "Evaluation Materials") provided to Potential Purchaser by Owner, Owner's representative and/or Listing Broker and/or any of their respective consultants, agents or employees, will be used solely for the purpose of evaluating the possible acquisition of the Property by the undersigned Potential Purchaser and will not be used or duplicated for any other purpose. On behalf of the Owner, Listing Broker may make such Evaluation Materials available to the Potential Purchaser upon execution of this Agreement. This is not an agreement to sell the Property nor an offer of sale. No agreement binding upon the Owner of the Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Owner of the Property enters into a formal binding agreement of sale.

Confidential Evaluation Materials does not include information which Potential Purchaser demonstrates is already known to Potential Purchaser or is currently publicly available or has become publicly available, provided that such knowledge to Potential Purchaser and/or public availability did not result from the misappropriation or improper disclosure of the Evaluation Material by Potential Purchaser or anyone else. If the Evaluation Materials is already known to Potential Purchaser, Potential Purchaser shall provide Owner and Listing Broker with written notice stating the specific material which is known to Prospective Purchaser and the means by which said information became known.

Potential Purchaser, and any of its’ affiliates, officers, members, shareholders, agents or employees, shall keep all Evaluation Materials strictly confidential; provided, however, that such Evaluation Materials may be delivered to such persons or entities who because of their involvement with the Proposed Transaction need to know such information for the purpose of giving advice with respect to, or consummating, the Proposed Transaction (all of whom are collectively referred to as "Related Parties"). Potential Purchaser shall cause such Related Parties to keep all such information in the strictest confidence and to use such information only in connect on with the Proposed Transaction. Potential Purchaser will not communicate with tenants of the Property without the prior written consent of Owner or Owner's representative.

2. Non - Disclosure

Potential Purchaser shall not (i) disclose any Evaluation Materials nor the fact that discussions or negotiations are taking place concerning the possible acquisition of the Property by Potential Purchaser or any of the terms thereof, or (ii) conduct any discussions, negotiations or make any inquiries concerning the possible acquisition of the Property with any other person or entity except for Owner, Owner's identified representative and Listing Broker, except as may be expressly permitted elsewhere in this Agreement, or iii) use the Evaluation Materials or any of its contents in any fashion or manner detrimental to the interest of Broker or Owner.

3. No Representations by Seller Parties

None of Seller Parties make any representations or warranties as to the accuracy or completeness of the Evaluation Materials or that actual results will conform to any projections contained therein. Owner, Owner's representative and Listing Broker expressly disclaim any and all liability for representations or warranties, express or implied, contained in the Evaluation Materials, or in any other written, oral or other communications transmitted or made available to Potential Purchaser by Seller Parties, including, without limitation, computer disks containing files with financial data or projections. Analysis and verification of the information contained in the Evaluation material is solely the responsibility of the Potential Purchaser.

4. Non - Circumvention

It is understood that the Prospective Purchaser hereby agrees to not circumvent the Seller Parties during the intermediary process, that is, not make any contact with, solicit, deal with, or otherwise be involved in this transaction with regard to any source, broker, client, tenant, property owner, and/or equity partner that the Seller Parties introduce to the Prospective Purchaser. It is further agreed that the identities of any source, trust, broker, client, and/or equity partner introduced by the Seller Parties are the property of the Seller Parties.

5. Remedies

Potential Purchaser shall indemnify, defend (with counsel acceptable to Owner) and hold harmless Seller Parties and its members, managers, officers, employees and agents from and against any and all losses, damages, costs, expenses and liabilities of whatever nature (including, without limitation, reasonable attorney's fees), directly or indirectly resulting from or arising out of receiving party's breach of any of the terms of this NDA. Prospective Purchaser acknowledges and agrees that disclosing party will suffer irreparable harm in the event that Prospective Purchaser breaches any of the obligations under this Agreement and that remedies at law, including, without limitation, monetary damages may be inadequate to compensate Seller Parties for any such breach. In the event of any such breach or threatened breach by receiving party of the terms and conditions of this Agreement, Prospective Purchaser shall be entitled to seek and obtain a temporary restraining order, preliminary injunction and/ or permanent injunction in order to prevent or restrain any such breach or threatened breach in addition to all other rights and remedies available at law or equity. Prospective Purchaser waives all counterclaims, defenses, and rights of deduction, reduction or set-off to the fullest extent permitted by applicable law.

6. No Fees

The Potential Purchaser hereby agrees that Potential Purchaser will not look to any of the Seller Parties for any commissions, fees, or other compensation in connection with the sale of the Property, unless otherwise permitted in a separate written agreement

7. Authority

It is agreed by the Prospective Purchaser that he/she confirms that he/she has full authorization to execute this agreement and obligate our company, firm, corporation, partnership, organization, individual, and/or entity referenced herein. The undersigned, guarantee the aforesaid MUTUAL NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT and agree to be bound by this agreement.

8. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, which is applicable to contracts made and to be performed wholly within Washington State and venue shall be King County, Washington.

9. Attorneys' Fees

In the event of a dispute arising out of or related to this Agreement, the prevailing party shall be entitled to its costs, including attorneys' fees. If it is determined that the Prospective Purchaser has violated this agreement, the Prospective Purchaser agrees to reimburse the Seller Parties in the full amount they would have received had they been involved with the transaction, plus court costs and attorney’s fees deemed fair by the court.

10. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which shall constitute part of a single Agreement.