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<br />receiving Provided Information or its Agents that contain or otherwise reflect or are based upon, in whole or in part, any
<br />Provided Information or that reflect the review of, interest in, or evaluation of all or any portion of the transactions
<br />contemplated by this Agreement and any related documents delivered concurrently herewith ("Derived Information"). As
<br />used herein, "Agents" means, collectively, the respective directors, employees, controlling persons or attorneys of
<br />PropertyBureau.com or Owner. As used herein, the term "person" will be broadly interpreted to include, without
<br />limitation, any corporation, partnership, trust or individual; the term "Receiving Party" will mean the person receiving
<br />Provided Inforrnation; and the term "Disclosing Party" will mean the person providing Provided Information.
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<br />b. All Confidential Information will be kept confidential to the extent perrnitted under the California Public
<br />Records Act (Government Code 6250, et seq.) and will not, without the prior written consent of the Disclosing Party, be
<br />disclosed by the Receiving Party in any manner whatsoever, in whole or in part, other than to the Disclosing Party's
<br />Agents, and will not be used, directly or indirectly, for any purpose other than in connection with this Agreement and not
<br />in any way inherently detrimental to the other party. Moreover, PropertyBureau.com and Owner agree to reveal
<br />Confidential Information only to their Agents if and to the extent that such Agents, have a strict need to know such
<br />Confidential Information for the purpose of the Receiving Party satisfying its obligations under this Agreement and are
<br />informed of the confidential nature of the Confidential Information and agree to be bound by the terms and conditions of
<br />this Agreement. PropertyBureau.com and Owner will each be responsible for any breach of this Agreement by their
<br />respective Agents (including Agents who, subsequent to the first date of disclosure of Confidential Information
<br />hereunder, become former Agents). Moreover, PropertyBureau.com and Owner will take all reasonably necessary
<br />measures to restrain their respective Agents (and former Agents) from unauthorized disclosure or use of the Confidential
<br />Information.
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<br />c. Notwithstanding anything in this Agreement to the contrary, Confidential Information will not include any
<br />information that: (i) at the time of disclosure to the Receiving Party is generally available to and known by the public
<br />(other than as a result of any disclosure made directly or indirectly or other action or inaction by the Receiving Party or
<br />anyone to whom the Receiving Party or any of its Agents transmit or transmitted any Confidential Information); (ii)
<br />becomes publicly available in the future (other than as a result of a disclosure made directly or indirectly or other action
<br />or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or have
<br />transmitted any Confidential Information); (iii) was available to the Receiving Party or its Agents on a non-confidential
<br />basis from a source other than the Disclosing Party or any of its Subsidiaries or affiliates or any of their respective
<br />Agents providing such information (provided that to the best of the Receiving Party's knowledge, after due inquiry, such
<br />source is not or was not bound to maintain the confidentiality of such information); or (iv) has been independently
<br />acquired or developed by the Receiving Party without violating any of its obligations under this Agreement, provided
<br />such independent development can reasonably be proven by the Receiving Party upon written request.
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<br />d. In the event that a party or any of such party's Agents become legally compelled (by deposition,
<br />interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the
<br />Confidential Information of the other party, that party or person under the legal compulsion (the "Compelled Party") from
<br />whom such information is being sought will, unless prohibited by law, provide the party to whom such Confidential
<br />Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other
<br />appropriate remedy, or both, or waive compliance with the terms of this Agreement. In the event that such protective
<br />order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled
<br />Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written
<br />opinion of its counsel is legally required to be furnished by it and will exercise its reasonable best efforts to obtain reliable
<br />assurance that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, to
<br />the extent required under applicable state and federal securities laws, either party may file this Agreement as an exhibit
<br />with federal and state securities filings, provided that each party will use its best efforts to obtain confidential treatment of
<br />the portions of this Agreement that contain Confidential Information. In this regard, the party making such filing will
<br />obtain the prior written consent of the other party, which consent will not be unreasonably withheld.
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<br />e. Each party will be subject to the obligations under this Section until the expiration of three years following the
<br />termination of this Agreement. Other than as specifically provided in this Agreement, neither party will duplicate the
<br />Disclosing Party's Confidential Information for any purpose other than for the performance of its obligations under thiS
<br />Agreement and for the benefit of the Disclosing Party; or use the Disclosing Party's Confidential Information for any
<br />reason or purpose other than as expressly permitted in this Agreement.
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<br />f. Upon termination of this Agreement or if either party so requests, the Receiving Party will return to the
<br />Disclosing Party or destroy all copies of the Confidential Information in its possession and the possession of ItS Agents
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