CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT, by and between APARTMENT CORE (DISCLOSING PARTY) and RECIPIENT, is regarding Confidential Information about any investment opportunity offered by APARTMENT CORE (“PROPERTY”), and is based on the following terms and conditions:

WHEREAS, DISCLOSING PARTY and RECIPIENT may enter into discussions concerning a possible transaction regarding PROPERTY.

WHEREAS, in contemplation of entering into the Transaction, DISCLOSING PARTY will provide RECIPIENT with proprietary and confidential information relating to the operation of the PROPERTY, and

WHEREAS, DISCLOSING PARTY and RECIPIENT desire to maintain the confidentiality of the confidential information and authorize the use of same only for the purposes contemplated by this Confidentiality Agreement, and

WHEREAS, DISCLOSING PARTY does not want RECIPIENT to contact any Owner, Associate, Affiliate, Employee or Tenant of the PROPERTY without DISCLOSING PARTY’s prior written consent.

NOW, THEREFORE, the parties agree as follows:

1.  As used herein, “Confidential Information” shall include any and all materials, information and data furnished or made available by DISCLOSING PARTY or RECIPIENT at any time prior to the execution of this Confidentiality Agreement.

2.  RECIPIENT agrees to maintain the confidentiality of the Confidential Information and shall not transfer or disclose any Confidential Information, directly or indirectly, to any third party without the prior written approval of the DISCLOSING PARTY.

3.  RECIPIENT agrees that none of its employees or directors may engage in this Transaction (“Agents”) shall not contact any Owner, Associate, Affiliate, Employee or Tenant of the PROPERTY without the prior written permission of DISCLOSING PARTY.

4.  RECIPIENT agrees that all materials and information provided for any investment opportunities offered by APARTMENT CORE shall be used by RECIPIENT solely for the purpose of evaluating a transaction, and not in any way directly or indirectly detrimental to, or in competition with, the Seller.

5.  RECIPIENT agrees that, unless otherwise noted, any investment opportunities offered by APARTMENT CORE shall be for principals only.

The parties hereby agree to all terms and conditions as stated above.