RCM Real Capital Management

CONFIDENTIALITY AGREEMENT

This is to confirm the Party confidentiality obligations as set out below with respect to due diligence of the real estate transaction described in the attached Teaser (the “Transaction”).

In consideration for strictly confidential information being provided, the Party agrees to the following conditions under this agreement (the “Agreement”):

The Party will maintain all information provided by V3 SA / Real Capital Management AG in connection with the Transaction (the "Information") in strict confidence and will not use it for any purpose other than in connection with the evaluation and intended execution of the Transaction;
The Party will limit the dissemination and access to such Information to those of its employees and auxiliary persons as may reasonably require such Information in order to evaluate and carry out the Transaction. The Party ensures that both the Transaction and the Information provided in this connection is maintained by its employees and auxiliary persons in strict confidence;
The Party will neither disclose any Information nor the fact that this Transaction is under consideration to any third party without V3 SA / Real Capital Management AG prior consent;
All records, other documents and all copies thereof relating to such Information shall be destroyed upon request. Also, all summaries, analyses, notes, etc. that the Party has assembled in-house by its employees and auxiliary persons, shall be destroyed upon V3 SA / Real Capital Management AG request. The destruction of such documents shall in no event be construed as a release from the obligation to maintain such Information in strict confidence. This clause does not apply to documents which will be kept according to legal or regulatory requirements or other legitimate reasons and copies of such Information stored electronically on media as back up in the ordinary course of business;
The obligations of this Agreement shall not apply to any Information that is or becomes publicly known without the Party’s fault, that is already known by the Party at the time of its disclosure to the party, that is independently developed by the Party, or learned from sources with a legal right as the Party may assume to use and disclose the same or that the Party or its employees or auxiliary persons are compelled to disclose by reason of any applicable law, by applicable regulation, court order or any authority;
Notices under this Agreement shall be given in writing to the address stated herein (or to such other address as it shall previously have notified in writing to the others);
V3 SA /Real Capital Management AG is aware that the Party is organized and acting in such a manner that data might be transferred to offices of the Party inside and outside Switzerland. Regarding the Transaction, V3 SA / Real Capital Management AG therefore expressly releases the Party from banking secrecy. The Party shall, however, ensure that Information received from V3 SA / Real Capital Management AG and kept inside, or outside Switzerland is treated confidential as set forth in this Agreement.

This confidentiality agreement is binding for two years from the day of signature.

This Agreement is governed by Swiss law. Place of performance and exclusive place of jurisdiction is Lugano - Switzerland.

Please confirm your agreement to the terms of this Agreement by signing the form below.