MEI Investment Success
MEI Capital Partners
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Best Plaza 20020-20140 Hawthorne Blvd., Torrance, California Re: Possible Purchase of 20020-20140 Hawthorne Blvd., Torrance, California By (“Potential Purchaser”). Please be advised that Escondido Mission Village, a California limited partnership (collectively the “Seller”) is considering a possible sale of the shopping center known as Best Plaza located at 20020-20140 Hawthorne Blvd., Torrance, California (the “Property”), with MEI Real Estate Services acting as both the authorized sales representative (“Broker”) and as the Property Manager (“Property Manager”). Seller, Broker and/or Property Manager has available for review certain confidential information concerning the Property which includes brochures, documents and other materials relating to the Property (collectively “Informational Materials”). Neither the Seller, Property Manager nor Broker will make such Informational Materials available to the Potential Purchaser with regard to the contemplated sale of the Property unless and until the Potential Purchaser has executed this Confidentiality Agreement (“Agreement”) and thereby agrees to be bound by its terms. Upon execution of this Agreement, Seller is prepared to provide the Informational Materials subject to the conditions set forth below. 1. All Informational Materials relating to the Property that may be furnished from time to time to the Potential Purchaser by the Seller, Property Manager, Broker or others acting on Seller’s behalf (the “Selling Team”) shall continue to be the sole and exclusive proprietary property of the Seller. The Potential Purchaser acquires no license or other rights whatsoever in the Informational Materials by virtue of the disclosure of such Informational Materials to the Potential Purchaser pursuant to this Agreement. The Potential Purchaser agrees to hold and maintain all of the Informational Materials in the strictest confidence and shall not reproduce or disclose the Informational Materials to any other party except in accordance with this Agreement. The Informational Materials will be used by the Potential Purchaser solely for the purpose of evaluating the possible acquisition of the Property and not for any purpose not related to the possible acquisition of the Property and may not be copied or duplicated without the Seller’s written consent and must be returned to the Seller and all digital files deleted within three (3) business days of Seller’s request or when the Potential Purchaser declines to make an offer for the Property or terminates discussions or negotiations with respect to the Property. 2. The Potential Purchaser will not make any Informational Materials available, or disclose any of the contents thereof, to any person, unless such person has been identified to the Seller in writing and the Seller has approved the furnishing of the Informational Materials or such disclosure to such person, and such person has entered into an agreement with the Seller, the provisions of which agreement shall be substantially the same as the provisions of this Agreement; provided however, that the Informational Materials and this Agreement may be disclosed to the Potential Purchaser’s partners, employees, legal counsel, consultants and institutional lenders (“Related Parties”) who, in the Potential Purchaser’s best reasonable judgment, need to know such information for the purpose of evaluating the potential purchase of the Property or any interest therein by the Potential Purchaser. Such Related Parties shall also be informed by the Potential Purchaser of the confidential nature of the Informational Materials and directed in writing by the Potential Purchaser to keep all the Informational Materials strictly confidential in accordance with this Agreement and Potential Purchaser shall affix a copy of this Agreement to any Informational Materials so disclosed. Potential Purchaser shall be responsible for any violation of this provision by any Related Party. If Potential Purchaser or any Related Party is served with a subpoena to produce or testify regarding the Informational Materials, or is served with any discovery device seeking disclosure of all or any portion of the Informational Materials, Potential Purchaser shall promptly notify the Seller of any such request, and shall cooperate with efforts to, prevent the disclosure of such Informational Materials. In delivering the Informational Materials to Potential Purchaser, Seller makes no express or implied representation or warranty of any kind concerning the Informational Materials or their contents, including, without limitation, their accuracy, completeness or suitability for Potential Purchaser’s use, to Potential Purchaser or to any person or entity who becomes or may become acquainted with, or whose conduct is or may be affected by, the Informational Materials or their contents as a result of their release. In receiving the Informational Materials, Potential Purchaser acknowledges that the Informational Materials were prepared for the exclusive use of Seller or others and that Potential Purchaser may not rely upon their accuracy, completeness or suitability for Potential Purchaser’s use. Seller and Broker reserve the right to deny or dispute any and all aspects of the Informational Materials or their contents and shall not be bound by or deemed to have ratified any aspect of the Informational Materials or their contents. Neither Seller, Broker, nor any consultant who prepared the Informational Materials, shall be liable for any use of or reliance on the Informational Materials or their contents by any other person or entity who becomes or may become, acquainted with, or whose conduct is or may be affected by, the Informational Materials or their contents as a result of its release. The Potential Purchaser understands and acknowledges that the Selling Team makes no representations or warranties as to the accuracy or completeness of the Informational Materials. The Potential Purchaser further understands and acknowledges that the information used in the preparation of the Informational Materials may have been furnished to the Selling Team by others and has not been independently verified by the Selling Team and is not guaranteed as to completeness or accuracy. The Potential Purchaser agrees that the Selling Team shall not have any liability for any reason to the Potential Purchaser or any Related Parties resulting from the use of the Informational Materials by any person in connection with the sale of, or other investment by the Potential Purchaser in the Property, whether or not consummated for any reason. This Agreement is not an offer to buy and it is not an offer to sell the Property nor does it provide the Potential Purchaser with any exclusive or preferential rights to negotiate any purchase of the Property. All terms and conditions associated with the purchase and sale of the Property, if any, shall be contained in a separate agreement and such agreement shall not be binding until the Agreement is executed by the appropriate persons. This Agreement is only intended to govern the treatment of the Informational Materials. Potential Purchaser shall indemnify, defend, and hold harmless Seller, Broker, its agents, and contractors (including any consultants) from any and all claims, liabilities, losses and damages, and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees), which Seller sustains or may sustain as a result of or related in any way to Potential Purchaser’s breach or threatened breach or threatened breach of any of the provisions of this Agreement. The Potential Purchaser agrees that any breach or threatened breach of this Agreement would cause Seller irreparable harm and that Seller’s damages because of any such breach would be difficult or impossible to measure, and that money damages would be an inadequate remedy. Therefore, Seller shall be entitled to specific performance and injunctive relief (both temporary and permanent). In addition. Seller shall be entitled to pursue all other remedies available to it at law, or in equity, including the right to recover such monetary damages as it has sustained due to such breach or threatened breach. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement. 8. The prevailing party as to any disputes relating to this Agreement shall be entitled to recover from the unsuccessful party all costs, expenses and actual attorneys’ fees relating to the enforcement or interpretation of, or any litigation or arbitration relating to, this Agreement. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment. 9. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and shall be governed by and construed in accordance with the laws of the State of California, without reference to its Conflicts of Law provisions, and shall bind and inure to the benefit of the successors, assigns, heirs and legal representatives of the parties hereto. The parties have not made any other agreements or representations with respect to such matters. This Agreement may not be altered, varied, revised or amended, except by any instrument in writing signed by Potential Purchaser and Seller subsequent to the date of this Agreement. This Agreement may be executed in one or more counterparts with electronic signatures, and by facsimile or via email, each of which shall be an original agreement, and all of which together shall constitute one and the same agreement. 10. This Agreement shall remain in effect until two (2) years after the date of Potential Purchaser’s acceptance of this Agreement. If the Potential Purchaser is in agreement with the foregoing, please sign and return one copy of this Agreement to MEI Real Estate Services by mail at 5757 W. Century Blvd., Suite 605, Los Angeles, CA 90045 or by email at
or via authorized Broker webpage. The person executing this Agreement on behalf of the Potential Purchaser represents and warrants to Seller that he/she is authorized to do so.