CONFIDENTIALITY AGREEMENT 

This Confidentiality Agreement (“Agreement”) is entered into by and among Storage Exchange LLC (“SE LLC”), the owner of the confidential information, CHUCKWALLA VALLEY ASSOCIATES, LLC, and CHUCKWALLA VALLEY RACEWAY, LLC (Collectively as “Seller”), and the party seeking to access such information (“You”, “Your”), and is effective on the date executed and accepted by You.  You agree as follows:

1. You acknowledge that (a) SE LLC provides marketing and other services to you or Seller as to certain of Seller’s real property assets, commonly known as, Chuckwalla Valley Raceway in Desert Center, CA (each, a “Property”), and in connection therewith makes available to You Confidential Information (as defined below) related to the Property, and (b) You desire to gain access to the Confidential Information (as defined below) for a Property in connection with a possible purchase (the “Transaction”), and SE LLC and Seller are willing to provide access to You. 
2. “Confidential Information” shall mean any and all information provided orally, in writing, or by any other media, to You or Your Representatives (as defined below) in connection with the Property, including, but not limited to, Property information, tenant information, leasing information, marketing data and plans, financial information, title reports, appraisal reports, environmental information, trade secrets, and any intellectual property therein or related thereto. This Agreement pertains to all Confidential Information regarding the Property provided by SE LLC or Seller to You, whether provided before or after the date of this Agreement.  Notwithstanding anything to the contrary in this Agreement, Confidential Information does not include any information or material that: (a) was previously known to You and in Your possession free of any obligation to keep it confidential as shown by written records, so long as You did not receive such information directly or indirectly from Seller; (b) is or becomes publicly available, other than by unauthorized disclosure by You in breach of this Agreement; (c) is independently developed by You or Your Representative without knowledge or use of the Confidential Information as shown by written records; (d) is disclosed to third parties by Seller without restriction; or (e) is lawfully received from a third party whose disclosure, to Your knowledge, would not violate any confidentiality or other legal obligation owed to Seller or SE LLC.   
3. Confidential Information is proprietary, secret, and/or confidential. You agree to use Confidential Information solely for evaluating the feasibility of purchasing a Property and not for any other purpose. Access to Confidential Information for any other purpose other than as authorized by this Agreement is prohibited and may cause irreparable harm and damage to SE LLC and Seller. The Confidential Information may not be relied on by You or any third party for any other purpose, including, but not limited to, securing financing necessary to purchase the Property. You agree that You do not acquire any title, ownership, or other intellectual property right or license in or to the Confidential Information under this Agreement. Neither You, nor any of Your agents or Representatives, shall communicate with any third-party preparer of the Confidential Information or any other person whose name is obtained from the Confidential Information, without prior written consent of both SE LLC and Seller.
4. Except as permitted below, you shall not publish or disclose Confidential Information to any third party without the prior written consent of SE LLC and Seller, and only after requiring any such third party to treat all Confidential Information confidential and having a written confidentiality agreement in place with such third parties. You may disclose Confidential Information on a need to know basis to evaluate the Transaction to Your (a) employees, officers, agents, directors, members or managers, or (b) attorneys, accountants, financial advisors, partners, and other consultants (collectively (a) and (b), the “Representatives”). You shall advise Your Representatives of their duties under this Agreement before disclosing Confidential Information to them. Should any Representative breach the terms of this Agreement, you shall be liable for such breach. 
5. Confidential Information shall be kept and maintained in a safe and secure place with commercially reasonable safeguards to insure that unauthorized persons do not have access to the Confidential Information. You agree to promptly notify SE LLC and Seller of any actual or suspected misuse, misappropriation, unauthorized disclosure, or security breach of or affecting Confidentiality Information in violation of this Agreement.  At any time during or after the term of this Agreement, and at SE LLC’s or Seller’s request, You and Your Representatives shall cease all use of Confidential Information, and within a reasonable time after receipt of the request from SE LLC or Seller, return all Confidential Information and copies thereof received from SE LLC or Seller under this Agreement or destroy all Confidential Information (with confirmation of destruction provided to SE LLC and Seller), except for a single archival copy which may be retained by your legal department to the extent required pursuant to applicable legal or regulatory requirement or internal document retention policies, provided that any Confidential Information not destroyed shall continue to be bound by the terms of this Agreement.
6. Other than part of your ordinary course of business unrelated to the Transaction, You shall not, and shall not authorize any other person or entity, to communicate with any third party preparer of the Confidential Information in connection with the Property or the Transaction, with the accountants or attorneys of any such obligor, or with any person or party, including any appraiser, tenant, property manager, environmental consultant or engineering consultant, connected with, related to, or whose name is obtained from the Confidential Information in connection with the Property, without prior written consent of SE LLC and Seller, which consent may be withheld for any reason or no reason in the sole discretion of SE LLC and Seller.
7. No liability shall arise under this Agreement because of Your disclosure of Confidential Information pursuant to judicial or governmental order, provided You promptly notify SE LLC and Seller and in any event before such disclosure and cooperate with SE LLC and Seller if either of them elects to legally contest and avoid such disclosure.
8. You agree to comply with all applicable laws and regulations applicable to the Confidential Information.
9. If SE LLC or Seller determines that You have breached any provision of this Agreement, SE LLC and/or Seller may, in their sole discretion, exercise any or all legal or equitable rights or remedies to which they are entitled because of Your breach. Neither SE LLC nor Seller shall be deemed to have waived any rights or remedies because of failure, delay or forbearance in exercising any such right or remedy in a particular instance. You also agree that SE LLC and Seller shall have the right to seek an order enjoining any such further breach or misappropriation without posting of a bond, and for such other relief as SE LLC and Seller deems appropriate.  You and Your Representatives further agree that You will indemnify, defend and hold harmless SE LLC and Seller and each of their respective Representatives (including Seller’s listing broker) from any and all losses, damages, claims or expenses arising from any breach or threatened breach of this Agreement by You or Your Representatives.
10. WITH RESPECT TO THE CONFIDENTIAL INFORMATION, SE LLC AND SELLER AND EACH OF THEIR RESPECTIVE REPRESENTATIVES (INCLUDING SELLER’S LISTING BROKER) DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY EXPRESS OR IMPLIED WARRANTY AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF SUCH CONFIDENTIAL INFORMATION AND DOCUMENTATION. SE LLC and Seller and each of their respective Representatives accept no responsibility as a result of any expenses, losses, damages, or actions incurred or undertaken by You or Your Representatives because of the receipt or use of any Confidential Information. You agree that unless and until a definitive agreement (expressly excluding any executed letter of intent or other preliminary written agreement and any written or oral acceptance of an offer to purchase) with respect to a Property has been executed and delivered by all parties, Seller shall not be under any legal obligation of any kind whatsoever with respect to You or a Property.
11. The obligations of this Agreement with respect to the disclosure of Confidential Information shall expire upon the earlier of (a) the date that is one (1) year from the date hereof, and (b) the date that Seller and You, or their respective affiliates, consummate the proposed Transaction. Notwithstanding the foregoing, this Agreement may be terminated by SE LLC or Seller without cause upon thirty (30) days prior written notice; provided, however, upon the termination of this Agreement, You remain bound to the provisions hereof with respect to the disclosure of Confidential Information received by You before termination.
12. This Agreement shall be governed by, and construed under, the laws of the State of California, excluding its principles of conflicts of laws. The parties agree that the sole venue for any action related to this Agreement shall be in any federal or state court within the State of California, and the parties irrevocably submit to the personal jurisdiction and venue of said court.
13. This Agreement shall be binding on and inure to the benefit of the parties and their successors and assigns, heirs, executors, administrators and personal representatives. You may not assign or transfer Your rights or obligations under this Agreement without the prior written consent of SE LLC and Seller. Any assignment or transfer in violation of this section shall be void.
14. This Agreement merges and supersedes all prior Agreements between the parties with respect to its subject matter. The waiver by either party of any breach of the terms and conditions will not be considered a modification of any provision, nor shall such a waiver act to bar enforcing any subsequent breach. This Agreement may only be modified by a written agreement executed by all the parties. The disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase or sell any products or services of the other party. If you are signing this Agreement for a legal entity, you represent and warrant that you are fully authorized to enter this Agreement and to legally bind such entity. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.

Electronic Acceptance: You acknowledge that You are executing this Agreement by accepting the terms by hitting the “ACCEPT” button. You acknowledge that such form of acceptance shall be binding and enforceable pursuant to Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”), and applicable state laws. 

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