River Market Mixed-Use

Compass Realty Group (“Broker”), a real estate broker licensed in KS & MO, has been retained as the exclusive broker regarding the sale of the subject property. In consideration of being provided Confidential Information in the form of the Offering Memorandum and other potential items (as hereafter defined), Prospective Purchaser agrees as follows:

The term “Confidential Information” as used herein means, collectively, (i) all information furnished by or on behalf of Owner regarding the Property, the Property’s operation and/or a possible purchase of the Property by Prospective Purchaser (the “Proposed Transaction”), (ii) all analyses, notes, summaries or computer files generated by or for Prospective Purchaser or its Representatives (as hereafter defined) which are based upon or incorporate the information referred to in clause (i) and (iii) items and terms discussed or negotiated in connection with the Proposed Transaction.  Notwithstanding the preceding sentence, “Confidential Information” shall not include information which (a) was in Prospective Purchaser’s possession prior to the effective date hereof (provided that, to Prospective Purchaser’s knowledge, the source of the information was not prohibited from transmitting it to Prospective Purchaser), (b) is or becomes publicly known, except for any such information that becomes publicly known because of disclosure by Prospective Purchaser or its Representative in violation of this Agreement, or (c) is required to be disclosed pursuant to judicial or regulatory action, law or similar legal process.  At any time upon the written request of Owner, Prospective Purchaser must return to Owner, or destroy, the Confidential Information.  Such return or destruction must occur within five (5) business days after Owner’s request.  

Prospective Purchaser agrees that the Confidential Information will be used solely to evaluate the Proposed Transaction and must be kept confidential by the Prospective Purchaser and its Representatives.  Prospective Purchaser will not disclose Confidential Information or permit it to be disclosed to any other party, provided, however, that Confidential Information may be disclosed (and copies provided) to Prospective Purchaser’s directors, officers, employees, financing sources, affiliates and advisors (collectively, "Representatives”), but only to the extent necessary to evaluate the Proposed Transaction, and, provided further, that such Representatives have agreed to be bound by the terms of this Agreement.  The term “Representative” does not include any third party co-investor.  Prospective Purchaser shall be responsible for any disclosure by its Representatives of the Confidential Information which is not expressly authorized hereby.  Prospective Purchaser agrees to be responsible for enforcing the confidentiality provisions herein with respect to its Representatives.

Prospective Purchaser for itself and on behalf of its Representatives, acknowledges and agrees that, except as may be set forth in a fully executed, definitive purchase agreement, neither Owner nor its affiliates, agents or advisors, and none of their respective officers, directors, employees, agents or controlling persons, has made or hereby makes any express or implied representations or warranties as to the accuracy or completeness of the Confidential Information.  None of the foregoing persons shall have any liability to Prospective Purchaser or its Representatives relating to or arising from the use of any Confidential Information or for any errors therein or omissions therefrom.  Prospective Purchaser and its Representatives are not entitled to rely on the accuracy or completeness of the Confidential Information.  Prospective Purchaser and its Representatives agree to rely solely on their own independent investigation, analysis, appraisal and evaluation of the facts and circumstances in connection with the Proposed Transaction.

This Agreement shall be binding upon the parties’ successors and assigns and shall insure to the benefit of and be enforceable by the respective successors and assigns of the parties.  The laws of the state in which the Property is located shall govern this Agreement.  This Agreement may be waived, amended or modified only by a written instrument signed by both Owner and Prospective Purchaser, which shall set forth specifically the provisions of this Agreement that are to be so waived, amended or modified. 

In the event Prospective Purchaser is represented by a Buyer’s Broker, said Broker will also sign and agree to the confidentiality intended in this document.

These materials have been prepared by Compass Realty Group and are being provided to you for the sole and limited purpose of conducting preliminary evaluations of the property. They may not be used for any other purpose or made available to any other person or third party without the prior written consent of Compass Realty Group.

While the materials provide a summary of the available information and details of the property, the information is not a substitute for you completing a thorough due diligence investigation of your own and by professionals of your choosing. Compass Realty Group has not conducted any investigation and does not make any warranty or representation, with respect to the income, expenses, the projected financial performance or future uses of the property.  To the extent any such information is provided, it is acknowledged to be estimated and not reliable for making future projections.  All features, plans, square footages are approximate and may be subject to change without notice.  Further, no representations or warranties either express or implied, are made as to the accuracy of the information or with respect to the suitability, usability, feasibility, merchantability or physical condition of the property and improvements – including but not limited to the presence or absence of any environmental conditions or compliance with State, Federal or local regulations.  

The materials are not all inclusive and Compass Realty Group has assembled such information for the convenience of the parties.  These materials are delivered to prospective purchasers and investors with the understanding that such parties are responsible and liable for conducting independent investigations they deem appropriate and without any reliance upon Compass Realty Group and the information set forth herein.