This Confidentiality Agreement and Disclaimer Notice (“Agreement”) is entered into by and between Vista Retail Advisors, a commercial real estate brokerage, its affiliates, subsidiaries, partners, employees, agents, representatives, and/or other authorized parties (collectively, “Vista Retail Advisors” or “Brokerage”), and the party (“Recipient”) who is receiving confidential information in connection with real estate transactions, business negotiations, or other related matters.

1. Purpose of Agreement

The purpose of this Agreement is to ensure the protection of certain confidential and proprietary information (the “Confidential Information”) disclosed by Vista Retail Advisors to the Recipient, in connection with real estate services, business dealings, or other related activities, including but not limited to information regarding potential property sales, leasing opportunities, tenants, clients, financial data, and market analyses.

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all non-public information, data, documents, records, projections, plans, and materials that Vista Retail Advisors provides to the Recipient in written, oral, or electronic form, including but not limited to:

· Real estate listings, financial information, and transactional details.

· Property valuations, market reports, lease terms, and pricing.

· Business strategies, client lists, and confidential marketing plans.

· Any other proprietary data that is not generally known to the public.

3. Obligations of the Recipient

The Recipient agrees to:

· Keep all Confidential Information strictly confidential and not to disclose, distribute, or use it for any purpose other than for the specific transaction or business relationship for which the information was provided.

· Take all reasonable measures to protect the confidentiality of the information, including but not limited to implementing security measures and restricting access to authorized individuals only.

· Not to copy, reproduce, or otherwise use the Confidential Information for any personal or commercial benefit beyond the scope of the transaction or business opportunity being discussed.

· Immediately notify Vista Retail Advisors if there is any unauthorized disclosure or breach of confidentiality.

4. Exceptions to Confidentiality

The obligations of confidentiality set forth in this Agreement shall not apply to information that:

· Is or becomes publicly available through no fault of the Recipient.

· Was in the possession of the Recipient prior to disclosure by Vista Retail Advisors, and was not subject to any obligation of confidentiality.

· Is independently developed by the Recipient without the use of Vista Retail Advisors’ Confidential Information.

· Is disclosed with the prior written consent of Vista Retail Advisors.

5. Disclaimer Notice

Vista Retail Advisors provides the Confidential Information as part of its professional brokerage services. However, the information contained in any communication, document, or presentation made by Vista Retail Advisors is for informational purposes only and does not constitute an offer, endorsement, or guarantee. The Recipient acknowledges and agrees that:

· Vista Retail Advisors makes no representations or warranties, express or implied, regarding the accuracy, completeness, or reliability of the Confidential Information.

· Any reliance on the Confidential Information is at the Recipient’s own risk, and Vista Retail Advisors shall not be liable for any damages, losses, or costs arising from the use of such information.

· Any transaction or business relationship is subject to further negotiation, due diligence, and the execution of definitive agreements.

· Vista Retail Advisors does not guarantee the availability of any property or opportunity and retains the right to modify or withdraw listings or proposals at any time.

6. Term and Termination

This Agreement shall remain in effect for as long as the Recipient retains Confidential Information and until the Confidential Information no longer qualifies as confidential under the terms of this Agreement, whichever occurs first. The confidentiality obligations under this Agreement shall survive the termination or expiration of the relationship between the parties.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state in which Vista Retail Advisors operates. Any disputes arising out of or in connection with this Agreement shall be resolved through mediation or arbitration, as mutually agreed by the parties, or, if necessary, in the courts of the applicable jurisdiction.

8. Acknowledgment

By receiving Confidential Information from Vista Retail Advisors, the Recipient acknowledges and agrees to be bound by the terms and conditions of this Agreement.

Copyright Notice:

© 2025 Vista Retail Advisors. All rights reserved.

This real estate offering and all associated materials, including but not limited to property descriptions, photographs, floor plans, renderings, financial information, and marketing content, are the intellectual property of Vista Retail Advisors and are protected under applicable copyright laws.

No part of these materials may be copied, reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of Vista Retail Advisors, except in the case of brief quotations used in reviews or promotional content with proper attribution.

Unauthorized use of these materials is strictly prohibited and may result in legal action.