CONFIDENTIALITY AGREEMENT
Performance Realty, Inc., a Delaware corporation (the “Manager”), is the Manager of Performance Communities Fund 3, LLC (the “Fund”), and Performance Communities, LLC (the “Sponsor”) is the Fund’s sponsor. The Manager has prepared a Confidential Private Placement Memorandum (the “Memorandum”) for prospective investors. In order to receive, and in consideration of the Manager furnishing, the Memorandum and related materials (collectively, the “Confidential Information”) to you, you agree as follows:
A. You will keep all Confidential Information strictly confidential and will use it solely to evaluate a potential investment in the Fund. You may share it only with your employees, attorneys, accountants, and financial advisors assisting in your evaluation (your “Permitted Parties”), provided they agree to be bound by this Agreement; you are responsible for any breach by your Permitted Parties. You will return or destroy all Confidential Information upon the Manager’s request if you do not invest. Confidential Information does not include information that (i) is or becomes public other than through your breach; (ii) was lawfully in your possession before disclosure; (iii) you independently develop without using the Confidential Information; or (iv) you rightfully receive from a third party not bound by confidentiality. If you are legally compelled to disclose Confidential Information, you will give the Manager prior written notice to the extent permitted by law.
B. You will not contact any lender, broker, tenant, resident, property owner, vendor, or other person or entity associated with the Fund or its projects without prior written consent from the Manager.
C. You acknowledge that the Manager has made no representations or warranties as to the accuracy or completeness of the Confidential Information, and that the Confidential Information is not an offer to sell or a solicitation of an offer to buy any security. Any offering is made solely through the Memorandum to verified accredited investors under Rule 506(c) of Regulation D, and any investment will be made solely pursuant to the definitive offering documents.
D. You agree to indemnify and hold harmless the Fund, the Manager, the Sponsor, and their respective affiliates from any loss or expense arising from your unauthorized use or disclosure of Confidential Information, including by your Permitted Parties.
E. Any breach of paragraphs A or B would cause irreparable harm. You consent to the issuance of injunctive relief without bond or proof of damages, in addition to all other remedies available at law or in equity.
F. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and you consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware. This Agreement expires 60 months from the date the Memorandum is first furnished to you.
G. This Agreement does not obligate either party to enter into any transaction. You may not assign this Agreement without the Manager’s prior written consent. If any provision is held unenforceable, the remaining provisions remain in full force. This Agreement is the entire agreement between the parties regarding the Confidential Information and may be amended only in a writing that references it. By submitting this form with your typed name, you agree that your typed name constitutes your electronic signature, and you consent to transact and to receive records electronically under applicable law, including the federal E-SIGN Act and the Uniform Electronic Transactions Act.
Questions, consent withdrawals, or return/destruction requests: Performance Realty, Inc., Attn: Gregory R. Malin, 2443 Fillmore Street, Suite 538, San Francisco, CA 94115 · info@performancecommunities.com
