Exclusivity and Confidentiality Agreement

This is CRE oriented, but still great - could be used for any developer, development and or project.


This Agreement is entered between Mimosa Credit Partners, L.P., (“Mimosa”), and __________
(“Owner”). Whereas, Mimosa is proposing to XXXXXXX located on
X Highway north of X Street, (“the Proposed Development”) and ,
Whereas, Owner owns property within the boundaries of the Proposed Development,
(“Owner’s Property”) and
Whereas Mimosa and Owner are negotiating terms for inclusion of Owner’s property in the
Proposed Development,
Whereas, it is in the best interests of all parties to keep the Proposed Development
confidential until negotiations with Owner and other persons who have an interest in property within the
boundaries of the Proposed Development have been concluded, Now therefore, in consideration for the
covenants contained herein and other good and valuable consideration, Mimosa and Owner agree as

1. Exclusive Negotiating Rights. Owner agrees that for a period of three hundred and sixty five days
(365) days from the date of this Agreement Owner shall not initiate, solicit, negotiate, encourage,
accept, or make any offer or proposal, regarding the possible assemblage, combination or sale of
Owner’s Property to any person other than Mimosa.

2. Confidentiality of this Agreement. None of the parties hereto shall disclose to the public or to any
third party (excepting only to the owners of other property within the boundaries of Proposed
Development who have entered Exclusivity and Confidentiality Agreements with Mimosa) the existence
of this Agreement, negotiations with Mimosa, or the Proposed Development, other than with the
express prior written consent of the Mimosa. Mimosa and Owner shall mutually agree upon the contents
and timing of any public announcement of the development of the Proposed Site.

3. Negotiations. Following execution of this Agreement, the parties will attempt to negotiate and
execute more formal agreements containing the terms of inclusion of Owner’s Property in the Proposed
Development. In the event the parties have not executed a letter of intent or a binding contract
regarding the Proposed Development which extends this Agreement within 365 days of signing this
Agreement, this Agreement shall terminate and the parties shall no longer be bound by the terms of this

4. Agents. Owner shall make its best efforts to insure that its officers, directors, employees, members,
managers, partners, representatives and agents comply with the terms of this Agreement.

Signed and accepted on the date set forth beside signature.

Date__________ Mimosa Credit Partners, L.P.,
By ______________________________

Date__________ Owner Name: ______________