CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made by the party seeking to access information (“you”, “your”) regarding a business (“Business”) listed on a website owned by CoStar Group, Inc. or one of its subsidiaries (“Platform”). You are making this Agreement for the benefit of the Business seller (“Seller”), Seller’s business broker (“Broker”) and the Platform. By acknowledging this Agreement, you represent and warrant that you are accessing Confidential Information only in connection with the evaluation of a possible Transaction involving the Business.

1. Confidential Information.

As used in this Agreement, the term “Confidential Information” shall mean all information relating to the Business provided by or on behalf of Seller to you and your Representatives (as defined below) orally, in writing, through a deal room or data vault, or by any other media, whether provided before or after the date you acknowledge this Agreement. Confidential Information does not, however, include any information or material that: (a) was previously known to you and in your possession free of any obligation to keep it confidential, so long as you did not receive such information directly or indirectly from Seller, Broker or the Platform; (b) is or becomes publicly available, other than as a result of a disclosure by you or your Representatives; (c) is independently developed by you or your Representative without knowledge or use of Confidential Information; or (d) is lawfully received from a third party whose disclosure, to your knowledge and reasonable belief, would not violate any confidentiality or other legal obligation owed to Seller, Broker or the Platform.

2. Limitations on Use.

You may use Confidential Information solely for evaluating the purchase of or extension of financing for the Business (“Transaction”), and not for any other purpose. Access to Confidential Information for any other purpose is strictly prohibited, and may cause irreparable harm and damage to Seller, Broker and the Platform. This Agreement does not convey any title, ownership, or other intellectual property right or license in or to Confidential Information.

3. Limitations on Disclosure.

Confidential Information is proprietary, secret, and/or confidential. You agree to take all reasonable measures to safeguard the Confidential Information against unauthorized access and use, and to not publish or disclose Confidential Information to any third party without the prior written consent of Seller, Broker or the Platform. However, you may disclose Confidential Information on a “need to know’” basis to evaluate the Transaction to your employees, officers, agents, directors, members, managers, attorneys, accountants, financial advisors, partners, and other consultants (“Representatives”) to the extent necessary to evaluate the Transaction, provided that such Representatives are first informed of, and agree to be bound by, the terms of this Agreement. Should you or any of your Representatives breach the terms of this Agreement, you and such Representatives shall be jointly and severally liable for such breach. You agree to promptly notify Seller, Broker and the Platform of any actual or suspected misuse, misappropriation, unauthorized access or disclosure, or security breach of or affecting Confidentiality Information in violation of this Agreement. Notwithstanding anything to the contrary in this Agreement, you may disclose Confidential Information to the extent required by judicial or government order, provided you promptly notify Seller, Broker and the Platform before such disclosure and reasonably cooperate if Seller, Broker or the Platform elects to legally contest to avoid such disclosure.

4. Communication with Third Parties.

Without the prior written consent of Seller, Broker or the Platform, you agree to not communicate directly or indirectly with (a) any governmental agency, authority or official about any matter relating to the Business, (b) any lender, employee, or report preparer connected with the Business, or (c) any third party whose name is obtained from Confidential Information.

5. Compliance with Laws and Regulations/Notification Obligations.

You agree to comply with all applicable laws and regulations applicable to Confidential Information, including, without limitation any applicable privacy and data protection laws.

6. Your Liability.

If Seller, Broker or the Platform determines that you have breached any provision of this Agreement, Seller, Broker and/or the Platform may, in their sole discretion, exercise any or all legal or equitable rights or remedies to which they are entitled. You also agree that Seller and the Platform shall have the right to seek an order from a court or other governmental body of competent jurisdiction enjoining any such further breach or misappropriation without posting of a bond.

7. Disclaimers.

WITH RESPECT TO CONFIDENTIAL INFORMATION, SELLER, BROKER AND THE PLATFORM AND EACH OF THEIR RESPECTIVE REPRESENTATIVES DISCLAIM ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY OR CONDITION AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF SUCH CONFIDENTIAL INFORMATION AND DOCUMENTATION. Seller, Broker and the Platform and each of their respective Representatives accept no responsibility as a result of any expenses, losses, damages, or actions incurred or undertaken by you or your Representatives because of the receipt or use of any Confidential Information. You agree that unless and until a definitive agreement (expressly excluding any executed letter of intent or other preliminary written agreement and any written or oral acceptance of an offer to purchase) with respect to the Business has been fully executed and delivered by you (or your designee) and Seller, Seller shall not be under any legal obligation of any kind whatsoever with respect to you or the Business.

8. Due Diligence/Access.

You are responsible to conduct your own due diligence and investigate all matters relating to the Business, including, without limitation, physical condition and attributes of its assets, environmental matters, economic matters, legal matters, encumbrances, and all other aspects. You must coordinate any visit of the Business with Seller or Broker. You are responsible for all liability, damages and costs directly or indirectly arising from any such visit, and agree to indemnify and hold harmless Seller, Broker and the Platform from any such liability, damages and costs, and to maintain all applicable policies of insurance to cover such liability, damages and costs.

9. Limitations on Liability.

You and your Representatives specifically release Seller, Broker and the Platform and each of their respective Representatives, and the third-party preparers of any Confidential Information, from all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and expense (including attorneys’ fees whether suit is instituted or not) whether known or unknown, liquidated or contingent (“Claims”), by reason of the information contained in, or omitted from, Confidential Information. You and your Representatives further agree to indemnify and hold harmless Seller, Broker and the Platform and each of their respective Representatives from any and all losses, damages, claims or expenses (including reasonable legal fees) arising from any breach or threatened breach of this Agreement by you or your Representatives.

10. Term/Termination.

Your rights to use Confidential Information to evaluate the Transaction shall expire upon the earlier to occur of (a) the date that you cease to actively pursue the Transaction, (b) the date that Seller, Broker or the Platform sends you a termination notice, and (c) the date that is one (1) year from the date hereof. You remain bound to the provisions hereof with respect to the disclosure of Confidential Information received by you before such expiration or termination.

11. Destruction of Confidential Information.

Upon expiration or termination of your rights to use Confidential Information to evaluate the Transaction, you shall cease use of and promptly destroy all copies of Confidential Information and, upon request by Seller, Broker or the Platform, to certify such destruction. Notwithstanding the foregoing, a single archival copy may be retained by your legal department to the extent required pursuant to applicable legal or regulatory requirement or internal document retention policies, and any such retained Confidential Information shall remain subject to the terms of this Agreement.

12. Governing Law.

This Agreement shall be governed by and construed under the laws of the jurisdiction where the Business is headquartered, excluding its principles of conflicts of laws, and you submit to the non-exclusive jurisdiction of the courts of that location.

13. Assignment.

This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, heirs, executors, administrators and personal representatives. You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of Seller, Broker or the Platform. Any assignment or transfer in violation of this section shall be void.

14. Miscellaneous.

This Agreement merges and supersedes all prior Agreements between the parties with respect to its subject matter. Neither Seller, Broker nor the Platform shall be deemed to have waived any rights or remedies because of failure, delay or forbearance in exercising any such right or remedy in a particular instance. The waiver by either party of any breach of this Agreement will not be considered a modification of any provision, nor shall such a waiver act to bar enforcing any subsequent breach. This Agreement may only be modified by written agreement by the parties. The disclosure of Confidential Information shall not be construed as evidencing any intent or offer by a party to sell or purchase the Business, an agreement or commitment to offer financing for the Business, or as an encouragement to expend funds in development or research efforts. If you are signing this Agreement for a legal entity, you represent and warrant that you are fully authorized to enter this Agreement and to legally bind such entity. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability, and all other terms hereof shall remain in full force and effect; and, to the extent permitted and practicable, the invalid or unenforceable term shall be deemed modified to express the intention of such invalid or unenforceable term. The English language version of this Agreement shall be binding; any translated version is for convenience shall serve for information purposes only, and shall not control the meaning or application of this Agreement.

15. Broker Protection.

You acknowledge and agree that in connection with any Transaction, (a) Broker is representing Seller pursuant to an agreement that includes commissions to be paid to Broker, (b) you will direct all communications concerning a potential Transaction through Broker, and (c) you will not attempt to circumvent or enable circumvention of such Broker representation or commissions. In the event of a breach of this Section that results in loss of a commissions that would otherwise be due Broker, in addition to any other legal or equitable rights or remedies to which Broker may be entitled, you may be liable for such lost commissions.

Electronic Acceptance:

You acknowledge you are executing this Agreement by accepting this Agreement electronically. You acknowledge that such form of acceptance shall be binding and enforceable pursuant to Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”), and other similar applicable laws.

Disclosure of Information:

By accepting and executing this Agreement, you acknowledge that your information may be shared with Seller, Broker, and other sellers and brokers, and the Platform.

Broker: Xiaoming Huang
DRE#: 02172393
Real Estate Center
Direct 424.402.6522 |
Office 510.714.8759
niahuang.com
37179 Fremont Blvd, Fremont, CA 94536
CA DRE #02094280
realestatecenterinc.com