Real Estate Non-Disclosure Agreement (NDA)

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is made on (the “Effective Date”).

BETWEEN:

(the “Seller” or “Disclosing Party”) • OF THE FIRST PART

— AND —

BACKGROUND

1. The Seller and the Buyer are contemplating a possible transaction (the “Transaction”) with respect to:
2. In connection with the Transaction (the “Permitted Purpose”), the Buyer has requested certain confidential information (the “Confidential Information”).

IN CONSIDERATION OF and as a condition of the Seller providing the Confidential Information to the Buyer, and for other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the parties agree as follows:

AGREEMENT

1. Permitted Purpose. The Buyer may use the Confidential Information solely for the following purpose:
2. Confidential Information. All written, oral, visual, electronic, and other information and materials disclosed or provided by the Seller to the Buyer under this Agreement constitute Confidential Information, whether provided before or after the Effective Date.

   Without limiting the above, Confidential Information includes, to the extent applicable:

   1. Business Operations: internal personnel, processes, vendor details, manuals, costs, pricing, and methods of operation;
   2. Customer / Tenant Information: tenant lists, rent rolls, lease terms, customer contacts, communications, and related data;
   3. Financial / Accounting Information: statements, operating statements, forecasts, AR/AP, payroll, and related records;
   4. Marketing & Development: marketing plans, strategy, pricing policies, pipelines, and planned initiatives;
   5. Service / Product / Work Product: deliverables, specifications, and any work product in any stage of development;
   6. Technical / Computer Technology: systems, reports, analyses, models, and operational know-how;
   7. Proprietary Code / IP: software, documentation, and other intellectual property, including trade secrets;
   8. Real Estate Due Diligence Materials: leases/tenancies, inspection reports, environmental/technical reports, appraisals, surveys, building plans, property management contracts, and related communications; and
   9. Third-Party Confidentiality: information disclosed to the Seller by a third party and protected by an NDA or confidentiality obligation.
3. Exclusions. Confidential Information does not include information that the Buyer can demonstrate:
   1. is or becomes publicly available through no wrongful act or breach of this Agreement by the Buyer;
   2. was lawfully in the Buyer’s possession before disclosure by the Seller;
   3. is independently developed without use of the Confidential Information; or
   4. is lawfully obtained from a third party who has the right to disclose it, without restriction.
4. Obligations of Non-Disclosure. Except as expressly permitted by this Agreement, the Buyer must not disclose the Confidential Information and will keep it strictly confidential.
5. Non-Use; Ownership. Confidential Information remains the exclusive property of the Seller and may be used only for the Permitted Purpose. The Buyer will not use Confidential Information for any purpose that is directly or indirectly detrimental to the Seller or any related affiliates.
6. Permitted Disclosures. The Buyer may disclose Confidential Information only:
   1. to employees, agents, representatives, and professional advisors who need to know for the Permitted Purpose, provided they are bound by confidentiality obligations at least as protective as this Agreement; and
   2. to the extent required by law or by a governmental or court order, after prompt written notice to the Seller (if legally permitted).
7. Security. The Buyer will use reasonable safeguards to protect Confidential Information and prevent unauthorized access, copying, or disclosure.
8. Special Restrictions (Editable).
9. Return / Destruction. Upon the Seller’s written request (or upon the Buyer ceasing to require use), the Buyer will promptly return or destroy all Confidential Information (including copies) and, if requested, certify completion in writing.
10. Ownership and Title; No Licence. Nothing in this Agreement grants the Buyer any right, title, interest, or licence in or to the Seller’s intellectual property or Confidential Information.
11. Term; Survival.
12. Remedies. Unauthorized disclosure may cause irreparable harm not adequately compensated by money damages. The Seller may seek injunctive relief in addition to any other remedies available at law or equity.
13. Notices. Notices must be in writing. Notices are deemed received when delivered, or after seven (7) days if mailed.
    Seller Notice Address: —

    Buyer Notice Address: —
14. Representations. The Seller makes no representations or warranties regarding the adequacy, sufficiency, completeness, correctness, or fitness of the Confidential Information.
15. Termination. Either party may terminate this Agreement by written notice. Termination does not relieve the Buyer of confidentiality obligations for Confidential Information disclosed prior to termination.
16. Assignment. This Agreement may not be assigned or transferred without prior written consent, except for a corporate name change or merger.
17. Amendments. This Agreement may be amended only by a written instrument executed by all parties.
18. Governing Law. This Agreement is governed by the laws of the and applicable federal laws of Canada.
19. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding confidentiality for the Transaction.
20. Counterparts; Electronic Signature. This Agreement may be executed in counterparts and delivered electronically, each of which is deemed an original.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.