| Confidentiality Agreement & Agency Representation Acknowledgement |
| This Confidentiality Agreement ("Agreement") will confirm our mutual understanding with respect to the information provided by ARTHUR BERRY & COMPANY (hereinafter "ABC") regarding a certain UNIQUE AND HISTORIC OFFICE/RETAIL BUILDING IN DOWNTOWN BOISE (hereinafter the "Selling Client"). 1. "Information" means all data, reports, records or materials obtained from ABC or the Selling Client, which is not in the public domain, including the Selling Client's name, address, type of business, and the knowledge that the Selling Client may be considering a sale. Information is being furnished solely to the Undersigned and shall be treated as "secret" and "confidential" and no portion of it shall be disclosed to others, except to those employees and agents of the Undersigned whose knowledge of the information is required to evaluate the potential acquisition of the Selling Client and who shall assume the same obligations as the Undersigned under this Agreement. 2. The Undersigned agrees to not contact the Selling Client directly without prior written approval of ABC. The Undersigned agrees that ABC will be the procuring cause in any potential transaction with the Selling Client and that ABC will be the responsible agent to promptly present any offer made by the Undersigned. If the Undersigned does not wish to pursue a potential acquisition, all proprietatary information received by the Undersigned shall be promptly returned or destroyed, as directed by ABC. 3. It is understood that ABC and the Selling Client, as the intended parties whose rights are being protected, may seek legal redress and remedies directly for any breach of this Confidentiality Agreement and Agency Representation Acknowledgement as if it were a party to this Agreement. 4. It is understood that ABC makes no representation or warranty as to the completeness or accuracy of any information provided to the Undersigned. Any and all representation and warranties shall be made solely by the ABC Selling Client and shall be set forth in a signed acquisition agreement or purchase contract and then be subject to the provisions thereof. The Undersigned acknowledges the responsibility to perform a due diligence review at his/her own cost and expense prior to any acquisition of an ABC Selling Client company. 5. All ABC agents represent the Selling Client and under their fiduciary duty can only release client-approved information. You are deemed a "customer" and owed a duty of being treated honestly and fairly. |