ACQUISITIONS, NON-DISCLOSURE and FEE AGREEMENT

This Order for Platform Services and Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the date last signed (the “Effective Date”) by and between “Customer” and Real AI LLC (RAI), “Company”, a Texas Limited Liability Company, dba as OFFERD.

RECITALS

1. Real AI owns and manages a proprietary internet-based platform that (i) displays and identifies multifamily real estate properties that are currently, or may possibly be, available for sale ("Properties") and (ii) catalogs and analyzes information concerning those Properties and their respective markets (the “RAI Platform”).
2. Customer is a real estate company that owns and operates various real estate investments.
3. Real AI and Customer desire to enter into this Agreement for the purposes of (i) enabling Customer to use and access (on a non-exclusive basis) the RAI Platform for Customer to identify and pursue Properties that meet Customer's parameters concerning geographic, class of property, size, age and economic performance parameters which established from time-to- time in Customer's sole discretion (the “Parameters”), (ii) property and market analysis (iii) providing for certain fees to be paid by Customer, or its affiliates, to Real AI in exchange for (1) Customer's use of the RAI Platform and (2) the Accepted Properties (defined below) accepted by Customer through use of the RAI Platform, and subsequently purchased by Customer or an affiliate (each an “Acquired Property”), and (iv) establishing terms and conditions under which Real AI and Customer shall abide by.
4. Customer shall use the RAI Platform and RAI shall send Customer properties through the RAI platform or by email and if Customer determines that a Property identified in the RAI Platform or sent to them by RAI via email satisfies the parameters (or is otherwise of interest to Customer) Customer will indicate through the platform, by email or by phone that Customer wishes to pursue the acquisition of such Property or Properties and those properties will become a Customer Accepted Property. If during the Term of this Agreement or within 180 days after the expiration or earlier termination of this Agreement Customer, or an affiliate of Customer, acquires such Customer Accepted Property then the Sourcing Fee (defined below) shall be earned by Real AI and paid to Real AI at the closing of the acquisition of the Customer Accepted Property. 5. If Property with the status “Off-Market” at the time of Acceptance proves to be part of a Public Listing Process, defined as an active email campaign conducted by a broker, or as listed on a brokerage website then Customer will not be bound by this Agreement. However, if Property is not part of a Public Listing Process at the time of Acceptance, but then subsequently listed more than 10 days after Acceptance then Customer is bound by this Agreement but the fee due Offerd will be 50% of the normal fee schedule.

TERMS AND CONDITIONS

1. Term. The term of this Agreement (the “Term”) shall begin on the Effective Date and shall continue for 365 days providing the other Party with at least thirty (30) days written notice prior to the annual anniversary. If Customer continues past the Renewal Period, then that Customer will automatically renew this agreement for another 365 days.
2. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
3. Confidential Information. means any information disclosed by either party to the other party, either directly or indirectly in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.
4. Exceptions. Notwithstanding Section 2, Confidential Information shall not include any information which:
   
   a. is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of this Agreement by the receiving party; (ii) was acquired by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party's files and records immediately prior to the time of disclosure; (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession.
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5. Permitted Use. The receiving party may only use the disclosing party’s Confidential Information in connection with the Purpose for the mutual benefit of both parties. The receiving party shall not contact property owners, or other agents or real estate brokers in connection with a proposed property brought to receiving party’s attention by disclosing party’s Confidential Information unless written consent for such actions is received from the disclosing party. If such a prohibition is not permitted pursuant to applicable law, the receiving party shall provide the disclosing party written notice prior to undertaking any contact. Neither Party shall make any copies nor send electronic copies of the other Party’s Confidential Information unless the disclosing Party previously approves the same in writing. Each Party shall reproduce the other Party’s proprietary rights and confidentiality notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
6. Maintenance of Confidentiality. The receiving party will maintain the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party’s Confidential Information to employees or to any third parties except to the receiving party’s employees, subcontractors and Partners who have a need to know such information in connection with the Purpose and have agreed to abide by non- disclosure terms at least as protective of the disclosing party’s Confidential Information as those set forth herein, or to a lender or capital partner who needs to know the information in order to evaluate the Purpose.
7. Disclosure Required by Law. In the event the receiving party is required by law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of the disclosing party’s Confidential Information, the receiving party shall promptly notify the disclosing party in writing of the existence, terms, and circumstances surrounding such required disclosure so that the disclosing party may seek a protective order or other appropriate relief from the proper authority. The receiving party shall cooperate with the disclosing party in seeking such order or other relief. If the receiving party is nonetheless required to disclose the disclosing party’s Confidential Information, it will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that such Confidential Information will be treated confidentially to the extent possible.
8. Duration of Protection. The obligations set forth herein with respect to the disclosing party’s Confidential Information shall be protected by this Agreement until such information is no longer Confidential Information because it is covered by an exception set forth in Section 3. Any property presented to customer or within the RAI platform prior to termination will be protected under the terms and conditions of this agreement for a period of 180 days after any termination of this agreement.
9. No Obligation. Nothing herein shall obligate either party to purchase, sell, license, transfer, or otherwise dispose of any technology, services or products, or to engage in any other business transaction.
10. Ownership and No License. All of the disclosing party’s Confidential Information shall remain the sole property of the disclosing party. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trademark or other intellectual property right of the other party, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information except as expressly set forth herein.
11. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION, AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Return or Deletion of Materials. All documents and other tangible objects containing or representing the disclosing party’s Confidential Information and all copies thereof that are in the possession of the receiving party shall be promptly returned to the disclosing party or deleted upon the disclosing party’s request.
13. No Export. Neither party shall export, directly or indirectly, any technical data acquired from the other party pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.
14. Sourcing Fee. Customer agrees to pay RAI a variable sourcing fee (the “Sourcing Fee”) based on the Purchase Price or the allocated total value of a property that has a transfer of ownership for each Customer Accepted Property per Table 1, with a maximum and minimum Fee per the Table below.

Table 1.

Sourcing Fees:

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15. Licensed Texas Brokerage. RAI is a licensed Texas Brokerage that operates in many states though a co- brokerage agreement with JDS Commercial Brokerage. When RAI procures a Customer Accepted Property that Customer purchases then Customer agrees to execute a Buyer Representation agreement and any other Required disclosures for the State where the asset is based at the time of Letter of Intent execution. Customer explicitly hires RAI as its agent and gives RAI authority to act as such including the authority to sign Non- Disclosure Agreements on Customer’s behalf.
16. Event of Default. For the purpose of this Agreement an “Event of Default” means the occurrence of any of the following events:
    
    a. A material breach by either RAI or Customer of its obligations under this Agreement that remains uncured for ten (10) Business Days (30 calendar days for material non-monetary breaches, which 30-day period shall, if necessary be extended for up to 30 additional days as long as the breaching Party has commenced and is diligently pursuing the cure of the material non-monetary breach);
    
    b. Customer misrepresentation of experience, sources of funds, financial return criteria or other material factors used by Real AI in the determination of the customer being a credible and active buyer of commercial real estate.
    
    c. Either Party (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Party or of all or any substantial part of its properties, or (vii) if ninety (90) days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without such Party’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the appointment is not granted.
17. Upon the occurrence of an Event of Default the non-breaching Party may upon written notice to the breaching Party immediately terminate this Agreement and pursue any other remedies available at law or in equity under the laws governing this Agreement. The termination of this Agreement shall not affect the (i) the obligation of Customer to pay the Sourcing Fee in accordance with the provisions of Section 13 above for any Identified Property that is an Customer Selected Property at the time of termination of this Agreement.
18. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the disclosing party and the disclosing party’s business, and expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages or posting bond.
19. Mutual Indemnification. Except as otherwise provided in this Agreement, RAI assumes no responsibility under this Agreement other than to render the Services in good faith and shall not be responsible for any action of Customer in following or declining to follow any advice or recommendations of RAI. RAI, its managers, officers, members and employees will not be liable to Customer or any affiliate of Customer for any damages, losses, fines, penalties, or reasonably attorney fees unless the same is a direct result of any acts, errors or omissions by RAI, its directors, officers or employees under or in connection with this Agreement, which constituting bad faith, willful misconduct, gross negligence or reckless disregard under this Agreement or in violation of law or applicable regulations. Customer, its managers, officers, members and employees will also not be liable to Customer or any affiliate of Customer for any damages, losses, fines, penalties, or reasonably attorney fees unless the same is a direct result of any acts, errors or omissions by RAI, its directors, officers or employees under or in connection with this Agreement, which constituting bad faith, willful misconduct, gross negligence or reckless disregard under this Agreement or in violation of law or applicable regulations.
20. Governing Law; Forum. This Agreement shall be construed, administered, and enforced according to the laws of the State of Texas without regard to its principles of conflict of laws. Unless subject to Arbitration pursuant to Section 15, any dispute arising from or related to this Agreement or the Services shall be litigated exclusively in a court of competent jurisdiction in Travis County, Texas. The Parties irrevocably consent to the exercise of jurisdiction in Texas.
21. Miscellaneous. This Agreement shall be governed by the laws of the State of Texas, without reference to conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in Travis County, Texas and the parties hereby submit to the personal jurisdiction of such courts and waive any venue objection. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution. Neither party may assign this Agreement without the express written consent of the other party, and any prohibited assignment shall be void; provided that either party may assign this Agreement pursuant to a merger, acquisition or sale of all or substantially all of such party’s assets except in the event that the proposed assignee is a competitor of the other party. This Agreement shall bind and inure to the benefit of the parties and their successors and permitted assigns.