This Confidentiality and Mutual Non-Disclosure Agreement (the “Agreement”) is entered into by and among the owner of the confidential information referenced herein (the “Owner”), and the interested party executing this Agreement (“Recipient”), and is thereafter effective as of the date this Agreement is executed by Recipient.

In order to evaluate the possible purchase of the Property, Recipient has requested access to certain confidential and proprietary information, the unauthorized release of which could cause serious harm to Owner; and Owner is willing to provide such information if it has adequate assurances that the information will be kept confidential;
Owner is willing to provide Recipient with access to the Property’s Confidential Information following Recipient’s formal written approval and agreement to the Terms contained herein.

a. Confidential Information is a distinct, valuable and unique asset of Owner. For purposes of this Agreement, “Confidential Information” shall mean any and all information provided orally, in writing, electronically, or by any other means, to Recipient in connection with the Property, which may include, but not be limited to, the Property’s ownership and title history, general information, zoning and tax status, current tenant information, current, former and pending lease contracts including the Property’s current and former rent rolls, marketing data, history and plans, financial information, revenue statements, holding and operating costs, appraisal/valuation reports, environmental information and/or reports, trade secrets, and any intellectual property therein or proprietary information related thereto.

b. The Confidential Information at issue herein is proprietary and absolutely confidential and is only being disclosed to Recipient in conjunction with Recipient’s interest in acquiring a Property and for no other reason. Recipient agrees that the Confidential Information shall be utilized only in connection with the Recipient’s investigation and review of the Property to evaluate the feasibility of purchasing the Property. The Confidential Information at issue herein may not be relied on by the Recipient, or by any third party, for any other purpose or reason, including, but not limited to, the securing of financing or related funding necessary to purchase the Property.

c. As noted in this Agreement, all Confidential Information will be used by Recipient for the sole purpose of evaluating a possible purchase of the Property, and will not be used for any other purpose. Except as may be otherwise required by applicable law, all Confidential Information will be kept confidential by Recipient and not disclosed to any other parties, provided, however, that said Confidential Information may be disclosed to Recipient’s affiliates or subsidiaries, and their respective directors, officers, employees, professional advisors, representatives and rating agencies (collectively, the “Related Parties”) as reasonably required for the evaluation of a possible purchase of the Property (it being agreed that such persons or entities shall be informed in writing by Recipient of the terms of this Agreement and, with respect to Recipient’s employees and affiliates, shall agree to abide by the terms detailed in this Agreement).

d. Recipient shall be responsible for any breach of this Agreement by the Related Parties. In addition, Owner’s commercial real estate broker (“Broker”), who may be directly involved in the dissemination and management of Owner’s Confidential Information, is not authorized to accept any confidential or proprietary information, or any materials or protected ideas, from Recipient. Accordingly, Recipient will not submit any such information, materials or ideas to either Broker or Owner. However, should Recipient or any Related Party breach this Agreement, and submit any confidential information to Broker or Owner, any and all materials or ideas willingly provided to Broker or Owner by Recipient shall no longer be deemed confidential, proprietary or protected, which shall permit Owner to freely use and retain all such information, materials or ideas without compensation, or prospective liability, or any kind, to any individual, entity, agency, organization or government entity. Regardless of the above, all Confidential Information concerning the Property shall continue to be the protected information of Owner and Broker. Recipient and all Related Parties may not copy or duplicate the Confidential Information without Owner’s prior written consent.

Recipient shall analyze, review and maintain awareness of the Confidential Information in accordance with the following terms and conditions, which are non-negotiable:

a. Recipient agrees to treat all Confidential Information as completely private and shall not publish, record or in any way disclose the same to any third party without the prior written consent of Owner, and only after first apprising such third parties of their obligation to treat all Confidential Information as private and confidential and ensuring that written and executed confidentiality agreements are in place with each third party, except where the disclosure by Recipient, which shall be on a “need to know” basis only, is to Recipient’s employees, directors, members, managers, or attorneys, accountants, financial advisors, publicity managers or other formal representatives (collectively, “Consultants”) so that Recipient may review the components of a potential acquisition. Recipient shall advise the Consultants of their obligations under this Agreement prior to disclosing any of the Confidential Information to the Consultants;

b. Should Recipient or any of the Consultants breach the terms of this Agreement, then Recipient and the Consultants shall be jointly and severally liable for such breach;

c. All of the Confidential Information shall be kept and maintained in a safe and secure place with adequate safeguards to ensure that unauthorized persons do not have access to the Confidential Information;

d. Any oral discussions between Owner and Recipient or its Consultants, or any combination of them related to the Properties or the Confidential Information, shall be kept secret and confidential and are deemed to be Confidential Information and subject to the Terms of this Agreement;

e. Recipient agrees not to use any Confidential Information for any purpose except as reasonably related to the submission of offers on the Property and

f. Recipient agrees to immediately notify Owner in writing of any misuse or misappropriation of the Confidential Information or violation of this Agreement that may come to its attention.

Notwithstanding any contrary language contained herein, Recipient shall have no obligation to preserve the confidentiality of information that:

a. Was previously known to and in the possession of Recipient free of any obligation to keep it confidential as shown by Recipient's written records, so long as the Recipient did not receive such information directly or indirectly from Owner;

b. Is or becomes publicly available, by any method other than unauthorized disclosure;

c. Is independently developed by Recipient without knowledge or use of the Confidential Information as shown by Recipient's written records;

d. Is disclosed to third parties by Owner without restriction; or

e. Is lawfully received by Recipient from a third party whose disclosure would not violate any confidentiality or other legal obligation.

Recipient is not authorized to establish any communications, regardless of method used, and likewise may not warrant any other individual or entity to communicate with any borrower, guarantor, any third party preparer of the Confidential Information or other obligor with respect to any Property, with the accountants or attorneys of any such obligor, or with any person or party, including any appraiser, tenant, managing or leasing agent, environmental consultant or engineering consultant, connected with, related to, or whose name is obtained from the Confidential Information, without prior written consent of Owner, which consent may be withheld for any reason or no reason in the sole discretion of Owner. Further, all decisions as to the use, dissemination and details of said Confidential Information will be made by the Owner, or any licensed representative thereof, including Owner’s Broker, which Owner has authorized, via written (electronic or otherwise) confirmation as to what Confidential Information each Recipient will be permitted to review, if any.

Recipient shall not make any copies or reproductions other than electronic or handwritten summaries or notes and/or other self-made records of any kind, of any document or related material, or any piece thereof, contained in the Confidential Information, or contained previously in the Confidential Information, unless provided written permission from Owner to allow any such copies. At Owner’s request, Recipient shall, within ten (10) days, return to Owner all tangible Confidential Information that has been provided to Recipient, with Recipient destroying/deleting (or, at its option, delivering in its entirety to Owner) all summaries, notes, studies, analysis, research, compilations, documents and written or electronic copies and records of any relatable sort (collectively, “Derivative Material”) prepared by Recipient that reflect any such Confidential Information. Recipient must fully certify, via an executed written acknowledgement, that all Confidential Information, and any copies or extracts thereof, have been returned or destroyed. Any such Confidential Information not so destroyed/deleted (or returned/delivered) shall remain subject to this Agreement. Notwithstanding the foregoing, Recipient may retain Confidential Information, in accordance with the confidentiality obligations specified in this Agreement, to the extent required by law or regulation or necessary for purposes of documenting its due diligence review or any financial analyses performed, or opinion rendered by, Recipient in connection with the transaction that is in any way connected or related to the matters or topics discussed in this Agreement.

Should Recipient be required to disclose Confidential Information pursuant to judicial, agency or government order, provided that Recipient notifies Owner as soon as possible, and prior to any such disclosure by Recipient, and fully cooperates with Owner in the event that either of them elects to legally contest and avoid such disclosure, Recipient shall not be subject to liability per the guidelines included herein.

In the event Recipient is requested or required (by subpoena or other legal process) to disclose any information supplied to Recipient or its representatives in the course of Recipient’s communications with Broker or Owner or their respective representatives, Recipient will provide Broker with prompt written notice of such request prior to any such disclosure so that Broker or Owner may seek an appropriate protective order and/or waive (but only by a writing signed by Broker or Owner) Recipient’s compliance with the provisions of this Agreement. In the event that Recipient declines to make an offer for the Membership Interests or terminates discussions or negotiations with respect to the Membership Interests, Recipient will promptly destroy or return to Broker all Confidential Information delivered to Recipient without retaining any copy thereof.

Recipient further agrees that it shall not acquire any title, ownership, or other intellectual property or proprietary license in or to the Confidential Information at issue in this Agreement. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase or sell any products or services of the other party nor as an encouragement to expend funds in development or research efforts related thereto.

Recipient hereby represents and warrants to Owner that Recipient is a knowledgeable, experienced and sophisticated buyer having such knowledge and experience in real estate, finance, and general business information and strategy, with a specific emphasis in matters relating to the purchase, sale, origination and/or ownership of commercial property or commercial mortgage notes, and as a result, Recipient is capable of evaluating the potential costs, benefits, merits and risks of an investment in a Property similar to that discussed herein, and understands that Recipient is fully capable and able to bear the economic risks of such a purchase (including a total loss of its investment and the risk that Recipient might be required to hold and maintain the Property for an indefinite period of time).

Recipient further represents that it will independently and without reliance upon the Confidential Information, Owner make its own investment analysis of the Property and its own independent decision as to whether to submit an offer for the purchase of any Property, based upon its own findings and conclusions, together with such other due diligence as Recipient may choose to perform. With respect to a commercial mortgage note, Recipient further represents and warrants that Recipient is either an “accredited investor”, or an institution that qualifies as an “accredited investor” or a “qualified institutional buyer” as each of those terms are defined by the Securities Act of 1933, as amended. Recipient should not base any decisions solely on the Confidential Information provided by Owner, and must use additional research to confirm its decision.

Recipient hereby acknowledges, via its execution of this Agreement, that Owner may perform a credit check and/or other investigation to verify the accuracy of any statement or document provided by Recipient herein, and to ensure the viability of the transaction discussed herein. Recipient hereby acknowledges that Confidential Information will be disclosed by Owner, which may include nonpublic personal or corporate financial information, as such terms are defined in Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801, et seq., (as amended; hereinafter referred to as “GLB”), which is hereinafter referred to as “Client Information.” Recipient further agrees that it shall comply with all federal, state, administrative and local laws, rules, and ordinances governing or relating to privacy rights in connection with its performance under this Agreement including, but not limited to, the GLB and any related or affiliated regulations that were derived therefrom. In addition to the above, parties to this Agreement shall take the following actions to protect the Confidential Information at issue herein:

a. Recipient shall implement physical and other security measures designed to: (a) ensure the security and confidentiality of the “nonpublic personal information” regarding “customers” and “consumers” (as those terms are defined in GLB); (b) protect against any threats or hazards to the security and integrity of nonpublic personal information; and (c) protect against any unauthorized access to, or use of, nonpublic personal information.

b. Recipient represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of GLB. Recipient agrees to promptly notify Owner in the event of a security breach or suspected security breach that affects or could affect the Confidential Information. Recipient shall promptly notify Owner upon learning of any unauthorized access to such personal information or if Recipient becomes the subject of any government, or other enforcement or private proceeding relating to its data handling practices with respect to nonpublic personal information.

c. The foregoing obligations in respect of any nonpublic personal information shall survive the termination of this Agreement. The obligations of this Agreement with respect to the disclosure of Confidential Information shall survive for a period of three (3) years from the date of this Agreement. Except with respect to any Client Information, which must be kept confidential in perpetuity, the obligation of the Recipient not to disclose and to only use the Confidential Information for the limited purposes for which it was provided, and the obligations set forth in this Agreement, shall terminate upon the expiration of the term of this Agreement. The Recipient’s obligation to promptly notify Owner of any unauthorized access to, disclosure of or use of the Confidential Information shall survive the termination or expiration of this Agreement in perpetuity.

Owner may terminate this Agreement without cause upon thirty (30) days prior written notice provided to all parties to this Agreement. However, this Agreement may be terminated immediately should Recipient, or any Consultants or related parties thereto, breach any term of this Agreement. Under a “cause based termination,” this Agreement shall be terminated without prior written notice, and shall demand the immediate return, destruction or deletion of all Confidential Information currently available to the breaching party, or created by said party.

a. Notwithstanding any termination that shall be completed pursuant to the guidelines provided herein, Recipient remains bound to the provisions in this Agreement with respect to the disclosure of Confidential Information received by Recipient prior to termination.

Owner and a number of related parties, shall be subject to considerable and likely irreparable harm should any misappropriation of Confidential Information, deemed in violation of this Agreement, or any breach of this Agreement takes place. These damages sustained are likewise difficult to accurately ascertain, and therefore difficult to quantify. As a result, Recipient agrees that Owner shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further breach or misappropriation without posting of a bond, and for such other relief as Owner deems appropriate. This right of Owner is to be in addition to all other remedies or relief in either law or equity available to them.

(R) Recipient and its Consultants release Owner and the third party preparers of any Confidential Information, from all claims, demands, causes of action, judgments, losses, damages, liabilities, costs and expense (including all attorneys’ fees and related costs, regardless if a suit is instituted or not) whether known or unknown, liquidated or contingent (“Claims”), by reason of the information contained in, or that should have been contained in, the Confidential Information. The Recipient and its Consultants further agree that they will indemnify and hold harmless Owner from any and all losses, damages, claims or expenses arising from any breach or threatened breach of this Agreement by Recipient or its Consultants.

(S) This Agreement merge and take legal precedence over all prior Agreements between the parties hereto with respect to the subject matter discussed in this Agreement, and shall be governed by, and construed in accordance with, the laws of the State of California, excluding its principles of conflicts of laws. The parties hereto agree that the sole venue for any action related to this Agreement shall be in any federal or state court within the State of California having subject matter jurisdiction in this matter for purposes of any action arising out of this Agreement, and the parties hereby irrevocably submit to the personal jurisdiction and venue of said court. This Agreement pertains to all Confidential Information provided by Owner, to Recipient, whether provided before or after the date of the Agreement. There are no unwritten oral agreements between the parties. This Agreement may not be modified orally but only by a written agreement executed by Recipient, Owner and designated as an amendment or modification of this Agreement.

(T) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns, heirs, executors, administrators and personal Consultants. Recipient may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Owner. Any assignment or transfer in violation of this section shall be void.

(U) WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND DOCUMENTATION DISCLOSED HEREUNDER, OWNER DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY EXPRESS OR IMPLIED WARRANTY AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF SUCH CONFIDENTIAL INFORMATION AND DOCUMENTATION.

(V) Owner accepts no responsibility or liability stemming from of any expenses, losses, damages, claims or actions incurred or undertaken by Recipient or its Consultants as a result of the their receipt or use of any Confidential Information. Recipient agrees that unless and until a clear and final agreement (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 a Property has been executed and delivered, Owner shall not be under any legal obligation of any kind whatsoever with respect to Recipient or the Property in question.

(W) The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of any subsequent breach.

(X) The parties hereby acknowledge that the unauthorized disclosure, use or disposition of Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain and not susceptible to monetary damages. Accordingly, the parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by a party or any third party receiving such Confidential Information, and that in addition to all other remedies, Owner shall be entitled to seek injunctive relief as a remedy for any such breach.

(Y) Recipient acknowledges that Owner has not included any confirmed and protected attorney/client communications, including those between Owner and its counsel, in the Confidential Information package, and thereby available to Recipients following execution of this Agreement, with the expressed intention of preserving any privilege. Should any privileged communications be inadvertently disclosed to Recipient, such disclosure shall not constitute a waiver, in whole or in part, of any privilege, and Recipient must immediately report any communication or related document that it feels is likely to be a protected attorney/client discussion of any sort. All parties to this Agreement hereby acknowledge and confirm that Recipient is willingly and knowingly agreeing to this Agreement, and doing so by accepting all of the terms and conditions included herein by via an electronic signature or wet signature below. Moreover, completion of a contract such as this Agreement via an electronic signature is a controlling and fully binding form of contract execution, as established by the Electronic Signatures in Global and National Commerce Act (“E-Sign”), Title 15, U.S. Code, Sections 7001 et seq. (as amended), the Uniform Electronic Transaction Act (“UETA”) and all other applicable state and local laws, applicable regulations, and city or local ordinances (collectively, the “E-Sign Laws”). As a result, Recipient hereby agrees to fully execute this Agreement, and acknowledges that the terms of this Agreement shall be fully binding and enforceable pursuant to the E-Sign Laws detailed above.

Population	1-Mile	3-Mile	5-Mile
2024 Population	15103	103679	187774
2029 Population Projection	15945	110396	199580
Annual Growth 2024-2029	1.1%	1.3%	1.3%
Median Age	31.8	31.9	32.3
Bachelor’s Degree or Higher	25%	32%	34%
U.S Armed Forces	197	1926	2733

Households	1-Mile	3-Mile	5-Mile
2024 Households	5380	33067	57435
2029 Households Projection	5687	35219	61094
Annual Growth 2024-2029	1.1%	1.3%	1.3%
Owner Occupied Households	2869	22651	44391
Renter Occupied Households	2818	12569	16703
Avg Household Size	2.8	3.1	3.2
Avg Household Vehicles	2	2	2
Total Specified Consumer Spending ($)	$162.6MM	$1.2B	$2.4B

Income	1-Mile	3-Mile	5-Mile
Average Household Income	$73613	$102487	$115040
Median Household Income	$62541	$80273	$91986

Housing	1-Mile	3-Mile	5-Mile
Median Home Value	$323537	$391962	$423210
Median Year Built	1988	1994	1993

999 N Hill Field Rd, Layton, UT 84041

KeyBank

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Market Analysis: The Davis County Economic Engine

Tenant Profile: KeyBank (KeyCorp)

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999 N Hill Field Rd, Layton, UT 84041

KeyBank

Overview

Investment Highlights

Market Analysis: The Davis County Economic Engine

Tenant Profile: KeyBank (KeyCorp)

Demographics

Property Video

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CONFIDENTIALITY & MUTUAL NON-DISCLOSURE AGREEMENT