SUN HEALTHCARE CAMPUS

Agreement

1. Disclosing Party owns the real property located at ,, , (the “Property”).
2. Recipient has expressed an interest in acquiring the Property from Disclosing Party.
3. Disclosing Party and Recipient have agreed to enter into non-binding negotiations for the purpose of determining whether there is sufficient mutual interest for Recipient to purchase the Property from Disclosing Party upon mutually agreeable terms and conditions. Through the course of such negotiations, it is anticipated that Disclosing Party will disclose to Recipient certain confidential and proprietary information belonging to Disclosing Party.
4. Disclosing Party is agreeable to the disclosure of such confidential and proprietary information upon the terms and conditions set forth in this Agreement.
   
   NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Disclosing Party and Recipient hereby agree as follows:

1. Recitals. The recitals set forth above are true and correct and shall form a part of this Agreement.
2. Confidential Information. For purposes of this Agreement, all information disclosed to Recipient by Disclosing Party or any agent of Disclosing Party relating in any manner to the Property shall be considered confidential and subject to the limitations set forth in this Agreement unless Disclosing Party provides a written statement to the contrary. All Confidential Information disclosed to Recipient shall be subject to the provisions of this Agreement without regard to the manner in which the Confidential Information is disclosed including orally, in writing, by electronic media, by visual observation, or by any other means. Confidential information shall include, without limitation, financial information, marketing information, documents, tenant lists, rent rolls, leases, surveys, plans, methods of operation,  equipment and inventory lists, software programs, software source documents, licenses, pricing calculations, trade secrets, and contracts entered into by Disclosing Party which are beneficial to the Property. Said documentation is hereinafter referred to as the “Confidential Information.” The term “Confidential Information”, however, shall not include information which was or becomes generally available to the public other than as a result of a disclosure by Recipient or its representatives.  Disclosing Party makes no warranties or representations concerning the completeness or accuracy of any of the Confidential Information.
3. Non-Disclosure of Confidential Information. Recipient agrees that it will not directly or indirectly disclose to third parties any of the Confidential Information, or use the Confidential information for any purpose other than evaluating and pursuing the purchase of the Property. Recipient further agrees to use its best efforts to prevent inadvertent disclosure of any Confidential Information to third parties by establishing and enforcing appropriate internal policies regarding dissemination, copying, and use of the Confidential Information which are at least equivalent to the policies and procedures Recipient uses to protect its own confidential information. Recipient shall not remove any copyright notice, trademark notice, or other proprietary legend, mark, or identification set forth on or contained in any Confidential Information. Recipient shall immediately notify Disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information. Recipient’s compliance with the provisions of this Paragraph shall not relieve Recipient of its obligations hereunder, and shall not constitute a waiver of Disclosing Party’s right to recover damages or obtain other relief against Recipient for its breach of this Agreement.
4. Use of Confidential Information For Property Advantage. Recipient further agrees that it will not use any of the Confidential Information in any manner to obtain a business advantage over Disclosing Party in any respect or in any manner detrimental to the Property or the advantageous business relationships existing between Disclosing Party and third parties. This paragraph is specifically intended to prohibit Recipient from using the Confidential Information to obtain a competitive business advantage against Disclosing Party.
5. Termination of Negotiations. It is the intention of the parties to enter into good faith negotiations in an effort to reach a mutually acceptable agreement for the sale and purchase of the Property.  The success of such negotiations is not guaranteed by either party, and this Agreement shall not be construed in such a manner as to obligate either party to enter into a binding agreement for any purpose.  The sole purpose of this Agreement is to facilitate an exchange of information necessary to enter into meaningful non-binding negotiations which may ultimately lead to the execution of a final binding agreement.  Either party shall have the right to terminate negotiations at any time, with or without cause, and without any further obligation to the other party except as may be specifically set forth herein.
6. Return of Confidential Information. Upon the termination of negotiations by either party, Recipient agrees to immediately return to Disclosing Party originals and all copies of the Confidential Information within ten days following written demand for the return of such information.  At the request of Disclosing Party, Recipient will provide an Affidavit signed by a duly authorized representative of Recipient verifying that all originals and copies of the Confidential Information have been returned to Disclosing Party in accordance with the requirements of this paragraph.
7. Retained Property Rights. Recipient acknowledges and agrees that the Confidential Information shall at all times remain the sole and exclusive property of Disclosing Party unless and until the parties enter into a binding written agreement to the contrary. Recipient recognizes and agrees that nothing contained in this Agreement shall be construed to grant any property rights, by license or otherwise, in any of the Confidential Information disclosed pursuant to this Agreement, or to any software programs, designs or specifications, or other intellectual property included within, or based upon, the Confidential Information. Recipient shall not make, use, or sell for any purpose any product, service, interest, or other item which incorporates or is derived from any of the Confidential Information.
8. Legal Requirement of Disclosure. In the event that either Recipient or any representative of Recipient is legally compelled to disclose any of the Confidential Information (by oral questions, requests for information or documents in legal proceedings or otherwise), Recipient will provide Disclosing Party with prompt written notice of the existence, terms and circumstances surrounding such compulsion so that Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or compliance with the provisions of this Agreement is waived, Recipient will furnish only that portion of the Confidential Information that is legally required to be furnished by it, and will fully cooperate with Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so furnished.
9. Non-Solicitation. Beginning on the date of this Agreement and for a period of 12 months following termination of negotiations pursuant to Paragraph 5 above, Recipient agrees that it will not, directly or indirectly, for itself or for any third party: (a)  induce or attempt to induce any vendor, referral source, or other person or entity having a business relationship with Disclosing Party to cease doing business with Disclosing Party, or in any way interfere with the relationship between Disclosing Party and any such vendor, referral source, or business associate; or (b) induce or attempt to induce any tenant of the Property to vacate the property, not renew a lease with Disclosing Party, relocate its business, or otherwise interfere with the business relationship existing between the tenant and Disclosing Party.
10. Enforcement. Recipient agrees that the provisions of this Agreement may be enforced through injunction, it being acknowledged and agreed that any breach of this Agreement will cause irreparable harm to Disclosing Party, and that monetary damages resulting from the breach or threatened breach of this Agreement are not capable of being calculated with any reasonable degree of certainty. Disclosing Party shall be entitled to obtain injunctive relief without the necessity of posting a bond, even if a bond is otherwise normally required. This provision shall not, however, be construed as prohibited Disclosing Party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of monetary damages. 
11. Severability. It is the intention of the parties that each provision of this Agreement shall be construed in a manner which will render it fully valid and enforceable. Notwithstanding, if any provision of this Agreement is found to be unenforceable or invalid, in whole or in part, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, the remaining provisions of this Agreement shall continue in full force and effect.
12. Assignability. Neither party shall assign or transfer any of the rights or obligations under this Agreement without the prior written consent of the other party.
13. Attorney\'s Fees. Should any litigation arise to construe or enforce this Agreement, the prevailing party in such litigation shall be entitled to recovery from the non-prevailing party its reasonable attorney\'s fees, paralegal fees, investigative fees, and court costs.  This provision shall include all fees and costs incurred on appeal, and fees and costs to determine the amount of fees recoverable under this paragraph. 
14. Notices. Any notice, communication, request, or reply required or permitted to be given, made, or accepted by either party pursuant to this Agreement must be in writing and shall be delivered to the other party by certified mail return receipt requested, hand delivery, or overnight mail to the addresses set forth in the preamble to this Agreement, or to such other addresses as the parties may subsequently designate in writing given in accordance with the requirements of this paragraph.
15. This Agreement shall be conclusively deemed a Florida contract, and shall be construed and enforced pursuant to the laws of the State of Florida.  The exclusive venue for the construction or enforcement of this Agreement shall be in a court of appropriate jurisdiction located in the County where the Property is located.
16. Facsimile and Electronic Transmittals. A facsimile or electronic transmittal of executed counterparts of this Agreement shall have the same force and effect as an original.
17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute a single instrument.
18. Headings. The headings of the paragraphs contained in this Agreement are for convenience only, and are not intended to limit, restrict, or otherwise modify the substance of this Agreement.

WHEREFORE, the parties hereto have caused the execution of this Agreement as of the day and year first above written.