Non Disclosure Agreement for CASAV.doc

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT is made this ___________ day of ____________,

________, by__________________________, a ___________ corporation, with its principal place of business at

_____________________________________ (“RECIPIENT”) in favor of CASAV PARTNERS, a New Jersey

corporation ("CASAV PARTNERS").

B A C K G R O U N D

WHEREAS, RECIPIENT wishes to evaluate the potential acquisition of certain real estate from CASAV

PARTNERS (hereinafter "Transaction") and, in connection therewith, has requested or will be requesting CASAV

PARTNERS to provide RECIPIENT with Confidential Information (as hereafter defined); and

WHEREAS, CASAV PARTNERS is willing to provide certain Confidential Information to RECIPIENT

and desires to protect its Confidential Information and preserve the confidential and proprietary nature of the

Confidential Information and the prospective “Transaction”.

NOW, THEREFORE, in consideration of the foregoing premises and in reliance upon the promises,

covenants and agreements of RECIPIENT contained herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, CASAV PARTNERS has agreed to provide certain

Confidential Information to RECIPIENT and, intending to be legally bound hereby, RECIPIENT hereby agrees as

follows:

1. “Confidential Information” as used in this Agreement shall mean any and all materials,

documents, reports, data, potential tenants and information, whether in written or other tangible medium or form,

regarding real estate located at ____________________________ (the “Premises”). “Confidential Information” also

includes, without limitation, any and all parts thereto and all information relating to the environmental condition and

testing conducted at, on, above and below the Premises.

2. (a) RECIPIENT acknowledges the confidential and proprietary nature of the Confidential

Information and the damage that could result if any part of the Confidential Information or the fact that CASAV

PARTNERS and RECIPIENT are talking about a prospective transaction and the nature of such transaction were

disclosed to any third party or if RECIPIENT uses the Confidential Information to directly or indirectly to compete

with CASAV PARTNERS or for any other reason. Therefore, RECIPIENT agrees that neither it nor its

Representatives (as hereinafter defined) will, directly or indirectly, (i)0use the Confidential Information, or any of it,

in any way other than for the purpose of evaluating and proposing a possible business transaction with CASAV

PARTNERS and/or (ii)0disclose to any person, business or entity all or any part of the Confidential Information,

except as herein provided, and/or (iii)0disclose to any person, business or entity either the fact that the Confidential

Information has been made available or the fact that discussions or negotiations are taking place concerning a

possible business transaction between the parties or any of the terms, conditions or other facts with respect to any

possible transaction, including the status thereof.

(b) RECIPIENT shall be entitled to disclose the Confidential Information to only those employees,

officers and advisers of RECIPIENT (collectively, “Representatives”) necessary for evaluating a proposed

Transaction, provided that RECIPIENT advises each such Representative of the obligations contained herein and

that by receiving such information the Representatives are agreeing to be bound by this Agreement. RECIPIENT

shall be responsible for any breach of this Agreement by it and/or any Representative and shall indemnify and hold

CASAV PARTNERS harmless from any such breach.

3. RECIPIENT understands and agrees for itself and its Representatives that neither CASAV

PARTNERS nor any of its affiliates, agents, advisors or representatives (a)0have made or make any representation or

warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information or (b)0shall have

any liability whatsoever to RECIPIENT or its Representatives relating to or resulting from the use of the