This Confidentiality Agreement (this "Agreement") is entered into as of June [ ], 2023 by and between Christie Lites Orlando, LLC (the "Owner"; together with its Representatives (as defined below), the "Disclosing Party") and [ ] (the "Recipient").

WHEREAS, the Disclosing Party and the Recipient have entered into this Agreement for the purpose of discussing a potential acquisition by Recipient of that certain real estate property located at 2479 Eunice Avenue, Orlando Florida (the "Permitted Purpose"); and

WHEREAS, in connection with the Permitted Purpose, the Disclosing Party has provided, and/or will be providing, certain non-public, confidential or proprietary information, together with any materials derived therefrom, including, but without limitation, all documents, reports, studies, title documents, financial statements, and all other written or oral information, as well as all forms of electronically transmitted data, furnished or made available to, or at the direction of Recipient, or its Representatives (collectively, the "Confidential Information").

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Disclosing Party and Recipient hereby agree as follows:

1. As a condition to Recipient being furnished with Confidential Information, Recipient agrees to treat as confidential such Confidential Information strictly in accordance with the provisions of this Agreement.

2. For purposes of this Agreement, the following definitions shall apply: "affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; "control" means direct or indirect ownership or control of more than 25% of the voting interests of the subject entity; "person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity; "Representatives" means, as to any person, such person’s affiliates and its and their respective directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, legal counsel and accountants).

3. The Recipient shall not disclose any Confidential Information to any person except (i) with the written consent of the Disclosing Party, (ii) as required by law, regulation or legal process (collectively "Law") or requested by any governmental agency or self-regulatory authority having or claiming to have jurisdiction over Recipient or its affiliates (collectively, "Regulatory Authority"), subject to compliance with the provisions of the following paragraph, or (iii) to its Representatives who are involved in Recipient’s evaluation of the Permitted Purpose. The Confidential Information shall be used by the Recipient and its Representatives solely for the Permitted Purpose. Recipient shall direct each of its Representatives to comply with the terms of this Agreement and shall be responsible for any breach hereof by its Representatives. Upon the Disclosing Party’s written request, the Recipient shall, and shall cause its Representatives to, return or destroy all Confidential Information provided to it hereunder; provided, however, that the Recipient and its Representatives may retain Confidential Information as required by Law or internal document retention policies designed to comply with Law, subject to continuing compliance with the terms hereof for so long as such material is retained, notwithstanding termination of this Agreement.

4. If the Recipient or any of its Representatives is required or requested by Law or requested by any Regulatory Authority to disclose any Confidential Information, the Recipient or such Representative shall, unless prohibited by law, regulation, and applicable authority or impracticable, notify the Disclosing Party promptly of such request or requirement and the Confidential Information requested thereby so that the Disclosing Party may seek (at its sole expense) an appropriate protective order and/or waive the Recipient’s or such Representative’s obligations hereunder. If, in the absence of a protective order or the receipt of a waiver hereunder, the Recipient or such Representative is, on the advice of its counsel, required by Law or requested by any governmental agency or self-regulatory authority having or claiming to have jurisdiction over Recipient or its affiliates to disclose Confidential Information, the Recipient or such Representative, as applicable, may disclose only that portion of the Confidential Information which the Recipient or its Representative is advised by counsel that it is required or so requested to disclose; provided, however, that prior to such disclosure, the Recipient or such Representative, as applicable, shall, at the Disclosing Party’s direction, use commercially reasonable efforts, at the Disclosing Party’s expense, to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed.

5. Information will not be deemed Confidential Information if it (i) is or becomes generally available to the public, other than as a result of a disclosure by or through the Recipient or its Representatives in violation of this Agreement, (ii) is or becomes available to the Recipient from a source other than the Disclosing Party, which source is not known by the Recipient or its Representatives to be bound by any legal, contractual or other obligation to the Disclosing Party prohibiting or limited the disclosure of such information, (iii) has been or is independently developed by the Recipient or its Representatives without use of or reference to the Confidential Information, or (iv) is required to be disclosed by any Law.

6. Except as may otherwise be expressly provided in a definitive written agreement between the parties relating to the Permitted Purpose, the Recipient and the Disclosing Party agree that neither the Disclosing Party nor the Recipient or its Representatives shall have any liability hereunder to the other resulting from the use or content of the Confidential Information or from any action taken or any inaction occurring in reliance on the Confidential Information. The Recipient understands that the Disclosing Party shall have the right in its sole discretion to determine what Confidential Information to make available to the Recipient and may terminate access to the Confidential Information at any time.

7. The Recipient acknowledges that money damages may be an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that may be suffered by the Disclosing Party in the event that this Agreement is breached. Therefore, without affecting any other rights or remedies that the Disclosing Party may have at law or in equity, the Recipient acknowledges and agrees that the Disclosing Party may seek the remedies of injunction, specific performance or other equitable relief as a remedy for any such breach, threatened breach or anticipatory breach of the provisions of this Agreement by the Recipient, and the Recipient further waives any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for the Recipient’s or its Representatives’ breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Disclosing Party.

8. In the event of any litigation concerning this Agreement, the prevailing party as determined by a court of competent jurisdiction in a final non-appealable order or judgment shall be entitled to be reimbursed by the non-prevailing party for its reasonable, documented out-of-pocket legal fees and expenses incurred in connection with such litigation.

9. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10. Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Furthermore, both parties acknowledge and agree that neither this Agreement nor the exchange of information under this Agreement shall commit or bind either party to any present or future contractual relationship, nor shall this Agreement nor the exchange of information be construed as an inducement to act or not to act in any given manner. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.

11. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

12. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to the conflicts of laws principles thereof to the extent they would require the application of the laws of another jurisdiction. In the event that this agreement, is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of Florida and Orange County.

13. This Agreement may be executed by .PDF or facsimile, and in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument binding on both parties. This Agreement shall terminate on the date that is three (3) years from the date set forth above.

NOTE: The deal room is a password-protected page. Please wait for the email with the password after submitting the form.

             Check your spam folder if it’s not in your inbox.