Page 2 - The MarchLife Story

Arnold Schwargenegger More than a center or a campus, it is a city; the 38th Governor of California rst health and wellness city in the world. I’m
very excited about this because the world will be watching to see the future in action.
CONFIDENTIAL MATERIAL & RISK DISCLOSURE
In connection with your recent discussions with MarchLife2 LLC (the “Developer”), the Developer is making available to you (the “Interested Party”) certain con dential, non-public information relating to it and/or its development program (the “Development”). As a condition to such information being furnished to you and your Representatives (as hereinafter de ned), you agree to treat any information concerning the Development (whether prepared by the Developer, its Representatives or otherwise, and irrespective of the form of communication) that is furnished to you or to your Representatives now or in the future by or on behalf of the Developer (herein collectively referred to as the “Con dential Material”) in accordance with the provisions of this Agreement (the “Agreement”), and to take or abstain from taking certain other actions as hereinafter set forth. As used in this letter, a party’s “Representatives” shall include the directors, managers, of cers, employees, partners, shareholders, members or agents of such party and those of such party’s subsidiaries and af liates.
The term “Con dential Material” also shall be deemed to include (i) information similar to the Con dential Material that may have been provided to you by the Developer prior to the date hereof, and (ii) all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives that contain, re ect or are based upon, in whole or in part, the information furnished to you or your Representatives pursuant hereto.
Except as otherwise provided herein or as required by law, you hereby agree that you and your Representatives shall use the Con dential Material solely for the purpose of evaluating a potential involvement in the Development (the “Authorized Use”) and for no other purpose, that the Con dential Material will be kept con dential and that you and your Representatives will not disclose any of the Con dential Material in any manner whatsoever; provided, however, that (i) you may make any disclosure of Con dential Material to which the Developer gives its prior written consent and (ii) any of the Con dential Material may be disclosed to your Representatives who need to have such Con dential Material for the purpose of engaging in the Authorized Use. In any event, you agree to undertake reasonable precautions to safeguard and protect the con dentiality of the Con dential Material, to restrict access (in written form or through your internal computer systems or databases) to the Con dential Material solely to those who have a need to know such information for purposes of its Authorized Use, and to accept responsibility for any breach of this Agreement by any of your Representatives. Without limiting the foregoing, you expressly agree that neither you nor your Representatives will use any of the Con dential Information to make, directly or indirectly, or advise any client to make, directly or indirectly, any contact with the March Joint Powers Authority, or any other governmental authorities without express written consent from the Developer.
In addition, except as otherwise provided herein, you agree that, without the prior written consent of the Developer, you and your Representatives (i) will not disclose to any other person the fact that the Con dential Material has been made available to you, or any of the terms, conditions or other facts with respect thereto (including the status thereof), and (ii) will not discuss with any other person any of the subject matter contained in the Con dential Material. The term “person” as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.
In the event you determine not to be involved in the Development, you will promptly deliver to the Developer all Con dential Material (and all copies thereof) furnished to you or your Representatives by or on behalf of the Developer pursuant hereto; provided, however, that documentation prepared solely by you or your Representatives, including, without limitation, computer-generated information, analyses, compilations, studies, word processing, visual or auditory records or recordings, may be retained by you and your Representatives subject to the con dentiality provisions hereof. Notwithstanding the return of the Con dential Material, you and your Representatives will continue to be bound by your obligations of con dentiality and other obligations hereunder.
This Agreement is for the bene t of the Developer and its Representatives and shall be governed by and construed in accordance with the laws of the State of California
(the “Subject State”) applicable to agreements made and to be performed entirely within the Subject State. You also hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of California and of the United States of America located in the County of Riverside, California, for any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby.
Investing in real estate involves risks including the potential loss of principal. Sensitivities include such factors as changes to real estate values and property taxes, interest rates, cash ow of underlying real estate assets, supply and demand, and the management skill and credit worthiness of the team. Portfolios concentrated in real estate securities may experience price volatility and other risks associated with non-diversi cation. International investments may involve risk of capital loss from unfavorable uctuation in currency values, from differences in generally accepted accounting principles, or from economic or political instability in other nations. Economic factors, market conditions, and investment strategies will affect the performance of any portfolio and there is no assurance that a portfolio will match or outperform any particular benchmark. There is no guarantee that investment objectives will be achieved. Past performance is not indicative of future results.
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