Re:

743 State Highway 17 South
Paramus, New Jersey 07652 Block 6807 Lot 2 (“Property”)

747 State Highway 17 South
Paramus, New Jersey 07652 Block 6807 Lot 1 (“Property”)

We have advised you (“Reviewer” which includes Reviewer’s directors, officers, employees or representatives) that Adam J. Steiger Associates, Inc. (“Sales Agent”), is assisting its clients, 743 RT 17 SOUTH LLC and/or 747 RT 17 SOUTH LLC ("Owner"), as its exclusive agent in connection with a possible transaction by Owner with respect to the Property. In that capacity, Sales Agent will make available to Reviewer certain information concerning the Property which may include website passwords, brochures, documents, studies and  other materials, both written and oral (the "Confidential Information"), provided, however, Confidential Information shall not include information which (i) becomes available to the public other than as a result of a disclosure by Reviewer or Reviewer’s representatives, or (ii) was or becomes available to Reviewer on a non-confidential basis from a source, other than Sales Agent, Owner or our respective representatives, provided such source is not bound by any confidentiality obligation or agreement with Sales Agent, Owner or our representatives.  As a condition to receiving the Confidential Information, Reviewer agrees with Sales Agent and Owner as follows:

1. All Confidential Information will be used by Reviewer for the sole purpose of evaluating a possible transaction between Reviewer and Owner with respect to the Property and will not be used in any way detrimental to Sales Agent or Owner. All Confidential Information will be kept confidential by Reviewer and not disclosed to any other parties; provided, however, such information may be disclosed to Reviewer’s directors, officers, employees and representatives acting on Reviewer’s behalf who need to know such information for the purpose of helping Reviewer evaluate a possible transaction between Reviewer and Owner (it being agreed that such directors, officers, employees and representatives shall be informed by Reviewer of the terms of this Agreement and shall agree to be bound by the terms hereof). Reviewer shall be responsible for any breach of this Agreement by Reviewer’s directors, officers, employees or representatives (including anyone who becomes in possession of the Confidential Information through the acts, fault, negligence or the sharing of such information by the Reviewer or its officers, employees or representatives.)

 2. In the event that you are requested or required (by subpoena or other legal process) to disclose any information supplied to Reviewer or Reviewer’s representatives in the course of your dealings with Sales Agent, Owner, or our respective representatives, Reviewer will provide Sales Agent and the Owner with prompt notice of such request so that we may seek an appropriate protective order and/or waive (but only by a writing signed by Sales Agent or Owner) Reviewer’s compliance with the provisions of this Agreement. In the event that no transaction is effected between Reviewer and Owner, Reviewer will promptly return to Sales Agent all Confidential Information delivered to Reviewer without retaining any copy thereof. 

3. Neither Sales Agent, Owner, nor any of our respective representatives or advisors have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information; and neither Sales Agent, Owner, nor our respective representatives or advisors shall have any liability to Reviewer or any of Reviewer’s representatives or advisors resulting from the Confidential Information or Reviewer’s use thereof.

4. Sales Agent is the only party authorized to represent Owner with respect to the Property, and Owner shall not be obligated to pay any fees or commissions to any other advisor, broker or representative. Reviewer shall be solely responsible for all brokerage commissions, finders' fees and other compensation payable to any broker, finder, representative or other person retained by Reviewer in connection with a proposed transaction concerning the Property, and Reviewer shall indemnify and save harmless Sales Agent and Owner from and against any loss, liability or expenses, including reasonable attorney’s fees and expenses, arising out of any claim or claims by any broker, finder, representative or other person for commissions, fees or other compensation relating to any proposed transaction involving the Property if such claims are based in whole or in part on alleged dealings or agreements with Reviewer or any of your representatives and such broker, finder, representative or other person. Notwithstanding the foregoing sentences in this paragraph, the Sales Agent or Owner may enter into specific written signed agreements regarding the payment of commissions, fees or other compensation relating to any proposed transaction involving the Property, which if fully executed shall not be viewed as a violation of this paragraph of this Agreement.

5. Reviewer shall keep confidential the fact that negotiations or discussions are taking place regarding the Property and the terms and conditions of such negotiations and discussions.  In addition, Reviewer acknowledges that Sales Agent has no power or authority to in any way bind Owner with respect to any transaction involving Owner.  Owner shall in no way be bound or be deemed to have agreed to any such transaction or be under any legal obligation to enter into a transaction until such time (if any) as Owner has executed and delivered a written agreement signed by the Owner to enter into any transaction involving the Property under terms and conditions that are acceptable to the Owner in its sole discretion.

6. Without prejudice to the rights and remedies available hereunder, in the event of a breach of this Agreement, Owner and Sales Agent shall be entitled to equitable relief  by way of injunction or otherwise if Reviewer or Reviewer’s representatives breach, or threaten to breach, any of the provisions of this Agreement, and no failure or delay by Owner and/or Sales Agent in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any  other or further exercise thereof or the exercise of any right, power or privilege hereunder.  This Agreement constitutes the entire agreement between Reviewer, Sales Agent and Owner relating to the matters set forth herein and supersedes any and all prior or contemporaneous understandings between the parties hereto with respect to the subject matter hereof.  This Agreement shall not be amended, modified, or supplemented except in writing executed by the parties hereto and shall be binding upon the parties hereto and their successors and assigns. 

This agreement shall be governed by the laws of the State of New Jersey, where the Property is located, without regard to the conflicts of law principles of such state.

If Reviewer is in agreement with the terms and conditions of this Agreement, please so indicate by completing the Agreement Request below and submitting the Agreement Request. Once submitted and approved, a password will be provided.

By accessing the electronic version of the 743 RT 17 SOUTH LLC and 747 RT 17 SOUTH LLC brochure, Reviewer has agreed to be bound to this Confidentiality Agreement.