COMPENSATION AND NON-DISCLOSURE AGREEMENT
This Commission and Non-Disclosure Agreement ("Agreement"), dated as of August 08, 2022
(the "Effective Date"), is between Cresta Commercial Real Estate ("Cresta CRE" or "Broker"), and
Your Name ("Buyer"), each herein individually referred to as a "Party" and collectively
referred to as the "Parties."
Recitals
  1. The Parties desire to establish a relationship whereby Cresta CRE sources potential opportunities for
    Buyer and assists Buyer to close a Transaction (defined below), and
  2. The Parties desire to establish a compensation agreement to govern the relationship between the
    Parties, and
  3. The Parties desire to establish mutual non-disclosure terms that will govern the communication and
    sharing of certain confidential, non-public proprietary information between the Parties.
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and
other good and valuable consideration, the Parties hereby agree as follows:
  1. Definitions.
    1. Confidential Information: all non-public information which the disclosing party (either Buyer or
      Cresta CRE, whichever is disclosing Confidential Information) or its representatives furnishes to
      the receiving party (either Buyer or Cresta CRE, whichever is receiving Confidential Information)
      in whatever form or medium provided (including, without limitation, oral communications).
      "Confidential Information" shall not include information which (i) is generally available to the
      public, (ii) was in the receiving party’s possession prior to the date it was disclosed to the receiving
      party, (iii) is disclosed to the receiving party by a third party which is not prohibited from
      disclosing such information by a legal or fiduciary duty to the disclosing party, or (iv) is
      independently developed by the receiving party without the use of any Confidential Information.
    2. Cresta CRE Properties: Cresta CRE Properties is a registered real estate brokerage licensed to sell
      real estate in the State of Arizona.
    3. perkprop.com: is a website owned and operated by Cresta CRE Properties which is used as
      a source for buyers interested in purchasing self-storage properties.
    4. d. Transaction: for the purposes of this Agreement, a Transaction includes the sale, lease or other
      transfer of any property to Buyer that was sourced by Cresta CRE Properties and presented or
      introduced to Buyer.
  2. Compensation.
    1. a. Fee. Cresta CRE Properties agrees to search for self-storage investment opportunities and present
      those opportunities to Buyer. Buyer agrees that in recompense for such efforts, Buyer will pay
      Cresta CRE Properties a fee ranging from one and a half percent (1.5%) and three percent (3%)
      depending on the circumstances. The exact fee will be determined after the asset is identified but
      prior to closing and an addendum will be added to this Agreement setting forth the specific fee
      amount. Any addendum must be signed by both parties. In the event that an addendum is not
      signed by the Parties prior to the closing of a Transaction, a default fee of three percent (3%) will
      be applied.
    2. Timing. Unless otherwise stated in writing in an addendum to this Agreement, Cresta CRE
      Properties will be paid its fee at the closing of the Transaction through an escrow servicer or
      through some other mutually agreed upon means.
    3. Expenses. Unless otherwise mutually agreed and stated in an addendum to this Agreement, Cresta
      CRE Properties will not seek reimbursement for expenses incurred in its effort to identify
      investment opportunities for Buyer. However, Cresta CRE Properties may include reimbursement
      terms in a separate addendum to this Agreement if Buyer agrees to such terms and executes said
      addendum.
  3. Confidential Information. Due to the nature of the Parties’ relationship, each Party anticipates sharing
    Confidential Information with the other Party. As such, the Parties set forth the following terms:
    1. Treatment of Confidential Information. The Confidential Information shall be kept confidential by the
      party receiving the information ("Receiving Party") and shall not be disclosed by the Receiving
      Party or its directors, officers, partners, affiliates, employees, agents, potential lenders, investors,
      representatives or advisors (collectively, "Representatives") in any manner whatsoever, except as
      permitted in this Agreement. The party disclosing the Confidential Information ("Disclosing
      Party") consents and agrees to the transmission of the Confidential Information only to (i) such of
      the Receiving Party’s Representatives who need to know the Confidential Information for the sole
      purpose of evaluating a potential Transaction and who are informed by the Receiving Party of the
      confidential nature of the Confidential Information and
      (ii) those third parties, such as
      governmental authorities, issuers of licenses, and third parties to contracts, whose consent is
      required to consummate any portion of the potential Transaction. A Party's Representatives shall
      agree to be bound by this Agreement, and shall be directed by the Receiving Party not to disclose
      the Confidential Information to any other person. The Receiving Party shall use best efforts to
      restrain its Representatives from unauthorized disclosure or use of the Confidential Information.
      Without the Disclosing Party’s prior written consent, neither the Receiving Party nor its
      Representatives will disclose to any person the fact that they have received any of the Confidential
      Information, or that discussions or negotiations are taking place concerning the possible potential
      Transaction. None of the Confidential Information will be used by Receiving Party or its
      Representatives for any purpose other than a potential Transaction.
    2. Breach by Receiving Party. The Receiving Party shall be responsible for any breach of this Agreement
      by it or any of its Representatives. The Receiving Party shall pay or reimburse the Disclosing Party
      for actual damages incurred as the result of the use of the Confidential Information by the
      Receiving Party or any of its Representatives in contravention of the terms of this Agreement. In
      no event will a Party be liable for incidental, consequential, or punitive damages under this
      Agreement. It is understood and agreed by the Receiving Party that the Disclosing Party will be
      irreparably and immediately harmed by any breach of this Agreement by the Receiving Party or
      its Representatives and may not be made whole by monetary damages. Accordingly, the Receiving
      Party agrees that, in addition to any other remedy to which the Disclosing Party may be entitled at
      law or in equity, the Disclosing Party shall be entitled to seek any injunction or injunctions (without
      the posting of any bond and without proof of actual damages) to prevent breaches or threatened
      breaches of this Agreement and/or to compel specific performance of this Agreement.
    3. Production of Confidential Information. If the Receiving Party or any of its Representatives are
      required (by deposition, interrogatory, request for documents, subpoena, civil investigative
      demand regulatory agency or other governmental entity exercising jurisdiction over the Party or
      subject matter in question or similar process) to disclose any of the Confidential Information, the
      Receiving Party shall provide the Disclosing Party with prompt written notice of such request or
      requirement and shall cooperate with the Disclosing Party so it may seek a protective order or
      other appropriate remedy. Subject to the issuance of a protective order or other remedy being
      obtained, the Receiving Party may produce such Confidential Information if in the opinion of
      counsel of the Receiving Party, the Confidential Information is responsive to discovery requests or
      demands in the respective proceeding(s), but the Receiving Party shall exercise commercially
      reasonable efforts to obtain assurance that confidential treatment will be accorded such
      Confidential Information.
    4. Destruction of Confidential Information. The Disclosing Party reserves the right, in its sole and
      absolute discretion, to reject any or all proposals, to decline to furnish further Confidential
      Information, to deny access to its data and to terminate discussions and negotiations at any time
      without liability to the Receiving Party regarding the potential Transaction. The exercise of these
      rights shall not affect the enforceability of any obligation arising under this Agreement before
      termination. Upon receipt of a notice in writing requesting any such termination of discussions
      and negotiations, the Receiving Party agrees, within fifteen (15) days to destroy all forms of
      Confidential Information, in a form that is reasonable and which maintains and preserves the
      confidential nature of the material provided by the Disclosing Party. The Receiving Party shall be
      prepared to provide evidence of such destruction upon request from the Disclosing Party.
  4. Exclusivity. Unless otherwise stated and agreed between the Parties, the Parties agree that neither
    Cresta CRE Properties nor Buyer is under any obligation to transact, communicate, or share
    opportunities exclusively with the other Party. To the extent that Cresta CRE Properties provides an
    opportunity to Buyer, Buyer is subject to the compensation and non-disclosure terms of this
    Agreement; however, Buyer is not limited to source opportunities through Cresta CRE Properties and
    neither is Cresta CRE Properties limited to providing opportunities to Buyer.
  5. No Representation and Warranty. The Parties recognize that this Agreement establishes no
    representations or warranties between the Parties. Parties are required and expected to conduct their
    own diligence of both Confidential Information and non-confidential information provided by the
    other Party. Under no circumstance is this Agreement to be interpreted to have established or set forth
    any representations or warranties amongst the Parties, unless such representations or warranties are
    expressly made in an executed addendum to this Agreement.
  6. No Partnership. This Agreement does not establish a partnership, agency, joint venture or similar
    relationship, nor does it obligate any Party to enter into such a relationship. The Parties expressly
    recognize that this Agreement does not create any exclusive arrangement or agreement not to compete
    between the Parties with respect to the Potential Transaction. This Agreement shall be for sole benefit
    of the Parties and there are no third party beneficiaries of this Agreement.
  7. Rights of Assignment. No Party shall have the right to assign its interest under this Agreement
    without the prior written consent of the other Party in its sole and absolute discretion and any
    attempted assignment without such consent shall be void.
  8. Modification. This Agreement may be modified or waived only by a separate writing signed by the
    Parties.
  9. Severability. If any clause or provision of this Agreement is illegal, or unenforceable, the remainder of
    this Agreement shall not be affected.
  10. Entire Agreement: This Agreement, any attached exhibits and any addenda signed by the Parties, shall
    constitute the entire Agreement between the Parties, and shall supersede any other written or oral
    agreement between the Parties. This Agreement can be modified only by a writing signed by both
    Parties. A fully executed copy of the entire Agreement shall be treated as an original Agreement.
  11. Governing Law. This Agreement will be governed and construed in accordance with the laws of the
    State of Arizona without regard to conflicts of law. Any dispute relating to, arising out of, or connected
    with this Agreement shall be exclusively filed and maintained in a State or Federal court located in
    Maricopa County, Arizona. If one of the Parties files suit against the other to enforce any provision of
    this Agreement or for damages sustained by reason of its breach, all parties prevailing in such action,
    on trial and appeal, shall receive their reasonable attorney's fees and costs as awarded by the court.
  12. Term. The commission obligations set forth under this Agreement shall remain in force until the
    Agreement is voided by the Parties. The obligations of the Parties under this Agreement to maintain
    the Confidential Information as confidential shall terminate five
    (5) years from the date such
    information was originally provided.