THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of the date below by Recipient, named below, in favor of, and all other persons, firms, corporations or entities so affiliated (referred to individually and collectively as the “Owner”).

WHEREAS, Owner owns the West End SFR Portfolio, properties in Louisville, KY (hereinafter referred to as the “Property”); and

WHEREAS, Recipient is a party that has now expressed an initial interest in possibly acquiring the Property from Owner; and

WHEREAS, in order to evaluate the possible viability of an acquisition of the Property, Recipient has requested access to certain confidential and proprietary information the unauthorized release of which could be adverse to Owner’s business interests;

WHEREAS, Owner is willing to provide such information if it has adequate assurances that the information will be kept confidential;
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Recipient agrees as follows:

1.   Recipient acknowledges that all documents, leases, analyses, records, statements, etc. (the “Confidential Information”) provided by Owner are confidential and proprietary to Owner.  Recipient shall keep all such information confidential and shall not, except as may be required by law, regulation or legal process binding upon Recipient, disclose, summarize or otherwise provide any or all of the Confidential Information in any manner without the prior written authorization of Owner, except as otherwise set forth in this Agreement.  

2.   Recipient may use any or all of the Confidential Information only for the purpose of its analysis of the Property.  If Recipient is an Interested Party, it may summarize any or all of the Confidential Information only in that connection.  Recipient shall not use any of the Confidential Information for any other purpose.

3.   On a “need-to-know” basis only and solely for the purposes of assisting Recipient in evaluating the viability of an acquisition of the Property, Recipient may disclose, summarize or otherwise provide any portion of the Confidential Information to Recipient's partners and employees, potential investors, potential clients, its accountants, potential lenders, lawyers, agents and other advisors.  Recipient shall give a copy of this Agreement to all persons to whom it gives access to the Confidential Information and shall inform all such persons that the Confidential Information is confidential and proprietary to Owner, and that the Confidential Information must be maintained as confidential, and that none of the Confidential Information may be disclosed without prior written authorization by Owner.  Recipient shall also provide to Owner the names of the potential investors, purchasers, clients, etc. that Recipient discloses said information to.

4.   If Recipient does not facilitate an acquisition of the Property, Recipient shall promptly return to Owner all Confidential Information it received.  

5.   Anything herein contained to the contrary notwithstanding, Recipient's obligations under this Agreement do not apply to data and information, whether considered Confidential Information or not, which:

a) is presently in the possession of Recipient and was rightfully known by Recipient prior to the disclosure thereof to Recipient by Owner;

b) is or comes into the public domain and generally available to the public, whether through the action of a court or other governmental agency having jurisdiction or otherwise, but not through any act or omission by Recipient or its agents; or

c) is legally received by Recipient from a third party without any confidentiality obligations.

6.  If any party believes that the unauthorized disclosure of any or all of the Confidential Information is likely to occur, Recipient shall take all reasonable measures, and shall support any reasonable measures by Owner to prevent such disclosure.  If an unauthorized disclosure of any or all of the Confidential Information has occurred, Recipient shall not interfere with any effort by Owner to pursue legal and equitable remedies available in result of the unauthorized disclosure.

7.   This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to principles of choice of law or conflicts of law. This Agreement shall be binding upon Recipient's successors and assigns, and shall inure to the benefit of Owner successors and assigns.  

9. This Agreement shall terminate as of the date that is one (1) year from the date Recipient returns the Confidential Information to Owner as required in Section 4 of this Agreement.