CONFIDENTIALITY AGREEMENT

NOTICE TO USER: PLEASE READ CAREFULLLY THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS").  BY SUBMITTING YOUR NAME AND EMAIL ADDRESS AND CLICKING THE "I AGREE BUTTON”  BELOW, YOU HEREBY AGREE TO THE TERMS OF THIS CONFIDENTIALITY AGREEMENT (THE "AGREEMENT") AS OF THE DATE  YOU CLICK THE "I AGREE BUTTON”  OR ON THE DATE YOU FIRST USE THIS WEBSITE OR ANY INFORMATION OBTAINED VIA THIS ONLINE ACCOUNT, WHICHEVER COMES FIRST. THIS AGREEMENT SHALL BE BINDING  ON  YOU AND ANY RELATED PARTY.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN YOU SHOULD NOT CLICK ON THE  “I AGREE BUTTON" AND YOU WILL NOT BE ABLE TO ACCESS OR USE THE WEBSITE OR INFORMATION.


THE PROPERTIES AND PROJECTS:
1) 5514 – 5550 Victory Drive, Indianapolis, IN 46203
2) Camby Road and State Road 67, Indianapolis, IN 46113

3) 116th Street and Spring Mill Road, Carmel, IN 46032

4) VGB Group Facility Options


This CONFIDENTIALITY AGREEMENT ("Agreement") regarding the Properties is made and agreed to by the exclusive listing broker for the Property, RESOURCE Commercial Real Estate, LLC ("Broker"), ("Purchaser’s Broker"), and the party or parties that purchaser’s broker represents ("Purchaser").

The obligation of confidentiality undertaken pursuant to this Agreement shall survive the terms of Broker's listing agreement with the owner of the Properties (the “Owner”). Purchaser and Purchaser’s Broker have requested information from Broker for the purpose of evaluating a possible acquisition of the Properties.  Owner has instructed Broker to deliver information concerning the Properties, much of which is highly confidential, only to those potential purchasers and their brokers who digitally sign to this Agreement.

In consideration of the covenants and agreements contained herein, the parties hereby agree to the terms and conditions (“Terms”) as follows:

TERMS
1. Purchaser and Purchaser’s Broker will not disclose, permit the disclosure of, release, disseminate, or transfer any information obtained hereunder (the "Information") to any other person or entity.

2. If Purchaser and Purchaser’s Broker is a corporation, partnership, limited liability company, or other non-natural legal entity, the person(s) digitally signing this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information only to those persons within the entity who have need to know of the Information and who are specifically aware of this Agreement and agree to honor it.

3. This Agreement applies to all of the Information received from Broker, now or in the future, which is not readily available to the general public. Purchaser and Purchaser’s Broker understand that all of the Information shall be deemed confidential, valuable, and proprietary such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to Owner and Broker.

4. All of the Information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time or in any manner be used for any other purpose.

5. Regarding the Properties, Purchaser and Purchaser’s Broker shall not, without Broker's or Owner's written permission, directly contact any persons other than Broker. Such persons include, without limitation, Owner, Owner's employees, suppliers, and tenants.
 
6. Purchaser and Purchaser’s Broker acknowledge that in conjunction with the purchase of the Property: (i) Purchaser is a principal and is not an agent working on behalf of any other party (except advisors working on behalf of their pension fund clients), and (ii) in the event that Purchaser is working with any other broker or agent other than Broker and Purchaser’s Broker, Purchaser will be solely responsible for paying such broker's or agent’s fee.

7. Neither Broker nor Owner makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the Information received and Purchaser and Purchaser’s Broker expressly waive all rights of recourse against Broker and Owner with respect to the same.

8. Purchaser and Purchaser’s Broker are responsible for all actions that may be taken by anyone using the website after signing in with Purchaser and Purchaser’s Broker username and password. Broker is entitled to rely and act upon instructions received under your username and password.

9. Purchaser and Purchaser’s Broker agree that he/she will be the only user of the given username and password, that Purchaser and Purchaser’s Broker will not transfer or disclose any of this information to any other person, and that Purchaser and Purchaser’s Broker will be responsible for all usage and activity of the website, whether or not authorized by you. Purchaser and Purchaser’s Broker agree to immediately notify Broker at 317-663-6000 and report any actual or suspected unauthorized use of the given username or password. Purchaser and Purchaser’s Broker agree to provide true, accurate, current and complete information about him/herself as requested and further agree to not misrepresent his/her identity.

10.  The person(s) digitally signing on behalf of Purchaser and on behalf of Purchaser’s Broker represent that they have the authority to bind Purchaser and Purchaser’s Broker.

11. Unless otherwise agreed to in writing, Broker is the agent of Owner only.

12. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana.


PURCHASER AND PURCHASER’S BROKER HAVE READ THE TERMS AND CONDITIONS SET FORTH ABOVE, PURCHASER AND PURCHASER’S BROKER UNDERSTAND THE CONTENT, AND AGREE TO BE EXCLUSIVELY BOUND BY ITS TERMS. DIGITALLY SIGN BELOW BY CLICKING  THE“I AGREE BUTTON” AND INPUT NAME AND EMAIL ADDRESS. BROKER MAY RELY UPON THE DIGITAL SIGNING OF THIS AGREEMENT AS CONFIRMATION OF PURCHASER AND PURCHASER’S BROKER ACCEPTANCE OF, AND AGREEMENT TO BE BOUND BY, THE TERMS OF THIS AGREEMENT.