CONFIDENTIALITY AGREEMENT

This Agreement is entered into between signer and Haven Senior Living Partners, LLC, (The Parties) and all other related entities.

Haven Senior Living Partners address is 5050 Quorum Drive 700-468, Dallas, TX 75254

The parties are engaged in discussions contemplating a possible purchase of ownership shares involving two senior housing community acquisitions. In the course of dealings between the parties, each party may have access to, or have disclosed to it, information which is of a confidential nature (Confidential Information), as that term is defined below. The parties each desire to establish and set forth their individual obligations with respect to the other’s Confidential Information.

• “Confidential Information” as used in this Agreement shall mean information not generally known, which either party has acquired and which relates to the other party’s business plans, financial data, designs, specifications, reports, developments, procedures and techniques, methods, processes, trade secrets, know-how, research and development programs, marketing plans, trade information and the
• For a period of three years from the date of this Agreement, (i) each party will use the Confidential Information solely for purposes of considering the above-described business relationship and will safeguard Confidential Information received hereunder against unauthorized disclosure and will reveal such information only to its agents and employees having a need to know and who agree to be bound by this Agreement, and (ii) each party agrees not to directly solicit for hire any employee of the other
• Obligations regarding Confidential Information received hereunder shall not apply to any such information that:
• becomes publicly available without default hereunder by the receiving party, or
• is lawfully acquired by the receiving party from a source not under any obligation to the disclosing party regarding disclosure of such information, or
• is in the possession of the receiving party in written or other recorded form at the time of its disclosure hereunder, or
• is non-confidentially disclosed to any third party by or with the permission of the disclosing party, or
• is developed by or on behalf of the receiving party by individuals who have not received Confidential Information
• The extent of any disclosure made under this Agreement shall be at the sole discretion of the disclosing party. No license or any other rights are granted by this Agreement or by any disclosure made under this Agreement. No obligation of any kind is assumed by or implied against either party except for those stated herein. Until a written agreement is entered into between the parties, neither party will have any obligation to proceed with any investment or relationship referenced above.
• Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of a party’s obligations hereunder, which breach may result in irreparable harm to the non-breaching party and therefore, upon any breach or any threat of breach of the terms of this Agreement, the non-breaching party shall be entitled to appropriate equitable relief in addition to whatever remedies it may have at law from any court of competent jurisdiction in any jurisdiction authorized to grant the relief necessary to prohibit the breach or threatened breach. Any dispute, controversy or claim arising out of or in relation to this Agreement shall be settled by arbitration.