Principal Confidentiality Agreement

The undersigned Sales Agent or Broker ("Broker") has advised Dutra Cerro Graden dba DCG Commercial ("DCG Team") that you wish to register a client ("Registered Client") with respect to the potential sale, lease, or other proposal for the Property.  DCG Team has been retained on an exclusive basis by the Sisters of the Holy Family ("Owner") with respect to the offering of the Palmdale Property (“Property”).  The Owner has indicated that all inquiries and communications with respect to the contemplated offering be directed to DCG Team.  The Owner shall pay all fees due DCG Team in connection with the offering of the Property.

DCG Team has available for review certain information concerning the Property, which include, but are not necessarily limited to a Request for Proposal, Property Condition Assessment on Structures, Summary of Landscape Maintenance and Replacement Costs, Arborist Report, Conceptual Development Yield Analysis and MAI Appraisal (collectively "Informational Materials"). Upon DCG Team's receipt of this Agreement executed by both the Broker and the Registered Client, DCG Team is prepared to provide the Informational Materials for the Registered Client's consideration in connection with the possible purchase of the Property subject to the following conditions listed below. DCG Team will not make such Informational Materials available to the Broker or its Registered Client unless and until the Broker and the Registered Client has executed this Agreement.

1. All Informational Materials furnished to the Broker and the Registered Client by DCG Team shall be the property of the Owner and DCG Team and consultants hired by Owner ("Owner Agents") to provide said Informational Material. The Informational Materials will be used by the Broker solely for the purpose of presenting the Property to the Registered Client and may not be copied or duplicated without DCG Team's prior written consent. Broker must return all such Informational Materials to DCG Team immediately upon DCG Team's request or when the Registered Client terminates negotiations with respect to the Property.
2. The Informational Materials are made available by DCG Team and the Owner solely for the Registered Client's consideration of the Property. Neither Broker nor the Registered Client will disclose the Informational Materials to any other person or for any other purpose, unless DCG Team has approved in writing such disclosure or other use; provided, however, that the Informational Materials may be disclosed to the Registered Client's partners, employees, real estate adviser and legal counsel, and prospective institutional lenders ("Related Parties"), for the purpose of evaluating the Property. All such Related Parties shall be informed by the Broker and the Registered Client of the confidential nature of the Informational Materials and must, prior to disclosure by Broker or the Registered Client, agree to keep all Informational Materials strictly confidential in accordance with this Agreement. The Registered Client and the Broker shall be responsible for any violation of this provision by any Related Party.
   
   
   1. Broker and Registered Client agree that the fact that they may have had prior knowledge of a particular item of the Informational Materials, or that such a particular item is or becomes generally known to the public, shall not permit Broker and Registered Client's disclosure to others or use of the same in connection with one or more other known items disclosed by DCG Team, unless the particular combination itself, as well as its advantages and operability, were previously known to and not abandoned by DCG Team and Owner or the public generally for the same specific purposes and uses disclosed by DCG Team.
   2. This Agreement is not intended, and shall not be construed, to grant any license or other rights to the Broker and Registered Client except as herein specified.
   3. Broker and Registered Client understand and agree that any violation or breach of this agreement may constitute legal evidence for a possible civil action recover losses and damages caused by such violation or breach.
   4. This agreement shall be construed, interpreted and enforced under the laws of the State of California.
   5. This agreement contains the entire agreement of the parties and supersedes all previous confidential and non-disclosure agreement between the parties hereto.
   6. In addition to any other remedies available at law, DCG Team, upon an appropriate showing, shall be entitled to equitable relief including injunction and specific performance in the event of a breach or threatened breach of this Agreement. The prevailing party in any legal action arising out of this Agreement shall be entitled to an award of its attorneys' fees and costs. The exclusive jurisdiction and venue for any legal action arising out of this agreement shall be in the County of Alameda, State of California.
3. The Registered Client authorizes the Broker to represent it as its exclusive agent with respect to the purchase of the Property.  The Registered Client agrees to pay any and all compensation claimed by Broker, and both the Registered Client and the Broker hereby waive any claim against DCG Team and the Owner for the payment of any compensation to the Broker and hereby agree to indemnify DCG Team and the Owner against any compensation, fee, loss, liability or expense, including attorney's fees, arising from claims by, or dispute between, Broker and any other party the Registered Client or Broker has had dealings with, excluding DCG Team, in connection with the sale of the Property. The Broker agrees it will not look to DCG Team or the Owner for any compensation in connection with the proposed transaction and the Broker agrees it will not discuss the Property with any other party other than the Registered Client and that it will not distribute the Informational Materials or excerpts to any other party.  The Registered Client acknowledges that it is a principal in connection with the offering for the Property and the Registered Client hereby agrees that he will not look to the Owner or DCG Team for any commission, fees or other compensation in connection with the Property.  Additionally, the Registered Client acknowledges that it has not had any discussions regarding the Property with any broker or agent other than DCG Team and the Broker.
4. The Broker represents and covenants that it is, and at the time of the consummation of any transaction associated with the Property to the Registered Client, will be, a duly licensed real estate agent or real estate broker.
5. The Broker and Registered Client understand and acknowledges that DCG Team and the Owner and Owner Agents do not make any representation or warranty as to the accuracy or completeness of any of the Informational Materials and that the information used in the preparation of the Informational Materials was furnished to DCG Team by others and has not been independently verified by DCG Team and is not guaranteed as to the completeness or accuracy.  The Broker and Registered Client further understand and expressly acknowledge that it has an independent duty to investigate and verify the accuracy and completeness of the Informational Materials and the information contained therein. The Broker and the registered Client agree that neither DCG Team nor the Owner and Owner Agents shall have any liability for any reason to the Broker or the Registered Client or to any Related Party resulting from the use of the Informational Materials.
6. The Broker hereby agrees to fully indemnify and save harmless DCG Team and the Owner and Owner Agents  and their respective affiliates and successors and assigns from and against any and all loss, liability, damage, cost and expense, including attorney's fees, arising out of any (1) breach of any of the terms of this Agreement, and (2) claim or claims by any other broker, finder or other party if such claim or claims are based in whole or in part on dealings with the Broker or the Registered Client or any Related Party, or any of their representatives, for commissions, fees and other compensation for the proposed offer for the Property to the Registered Client.
7. The Broker and Registered Client acknowledge that the Property shall be offered subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, in the sole and absolute discretion of the Owner, without notice.  Broker and the Registered Client acknowledge that the Property is being offered without regard to race, creed, sex, religion, sexual orientation or national origin.

If in agreement with the foregoing, please enter your information below and indicate your agreement where prompted.

DUTRA CERRO GRADEN, A CALIFORNIA CORPORATION dba DCG Commercial.