This Mutual Confidentiality Agreement (the "Agreement"), is entered into and effective
as of this day by and between and
Hyatt Commercial LLC, (together, the "Parties", and each, a "Party").

Recitals

WHEREAS, in connection with the potential sale of certain real property known as:
Light Business Park (the "Purpose"), the Parties desire to share certain
information that is non-public, confidential or proprietary in nature.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions
set forth herein, the Parties agree as follows:
1. Confidential Information. Except as set forth in Section 2 below, "Confidential
Information" means all non-public, confidential or proprietary information disclosed on or after
the Effective Date, by either Party (a "Disclosing Party") to the other Party (a "Recipient") or its
affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners,
shareholders, agents, attorneys, accountants or advisors (collectively, "Representatives"),
whether disclosed orally or disclosed or accessed in written, electronic or other form or media,
and whether or not marked, designated or otherwise identified as "confidential," including,
without limitation:
(a) all information concerning the Disclosing Party's and its affiliates', and their
customers', suppliers' and other third parties' past, present and future business affairs including,
without limitation, finances, customer information, supplier information, products, services,
organizational structure and internal practices, forecasts, sales and other financial results, records
and budgets, and business, marketing, development, sales and other commercial strategies;
(b) the Disclosing Party's unpatented inventions, ideas, methods and discoveries, trade
secrets, know-how, unpublished patent applications and other confidential intellectual property;
(c) all designs, specifications, documentation, components, source code, object code,
images, icons, audiovisual components and objects, schematics, drawings, protocols, processes,
and other visual depictions, in whole or in part, of any of the foregoing;
(d) any third-party confidential information included with, or incorporated in, any
information provided by the Disclosing Party to the Recipient or its Representatives; and
(e) all notes, analyses, compilations, reports, forecasts, studies, samples, data,
statistics, summaries, interpretations and other materials (the "Notes") prepared by or for the

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Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived
from, in whole or in part, any of the foregoing.
2. Exclusions from Confidential Information. Except as required by applicable
federal, state or local law or regulation, the term "Confidential Information" as used in this
Agreement shall not include information that:
(a) at the time of disclosure is, or thereafter becomes, generally available to and
known by the public other than as a result of, directly or indirectly, any violation of this
Agreement by the Recipient or any of its Representatives;
(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a
non-confidential basis from a third-party source, provided that such third party is not and was not
prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary or
contractual obligation to the Disclosing Party;
(c) was known by or in the possession of the Recipient or its Representatives, as
established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing
Party pursuant to this Agreement; or
(d) was or is independently developed by the Recipient, as established by
documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing
Party's Confidential Information.
3. Recipient Obligations. The Recipient shall:
(a) protect and safeguard the confidentiality of all such Confidential Information with
at least the same degree of care as the Recipient would protect its own Confidential Information,
but in no event with less than a commercially reasonable degree of care;
(b) not use the Disclosing Party's Confidential Information, or permit it to be accessed
or used, for any purpose other than the Purpose or any related transactions between the Parties,
or otherwise in any manner to the Disclosing Party's detriment, including without limitation, to
reverse engineer, disassemble, decompile or design around the Disclosing Party's proprietary
services, products and/or confidential intellectual property;
(c) not disclose any such Confidential Information to any person or entity, except to
the Recipient's Representatives who:

(i) need to know the Confidential Information to assist the Recipient, or act

on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;
(ii) are informed by the Recipient of the confidential nature of the

Confidential Information; and

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(iii) are subject to confidentiality duties or obligations to the Recipient that are

no less restrictive than the terms and conditions of this Agreement; and
(d) be responsible for any breach of this Agreement caused by any of its
Representatives.
4. Additional Confidentiality Obligations. Except as required by applicable
federal, state or local law or regulation, or otherwise as mutually agreed to in writing by the
Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person:
(a) that the Confidential Information has been made available to it or its
Representatives, or that it has inspected any portion of the Confidential Information;
(b) that discussions or negotiations may be, or are, underway between the Parties
regarding the Confidential Information or the Purpose, including the status thereof; or
(c) any terms, conditions or other arrangements that are being discussed or negotiated
in relation to the Confidential Information or the Purpose.
5. Required Disclosure. Any Disclosure by the Recipient or its Representatives of
any of the Disclosing Party's Confidential Information pursuant to applicable federal, state or
local law, regulation or a valid order issued by a court or governmental agency of competent
jurisdiction (a "Legal Order") shall be subject to the terms of this Section. Prior to making any
such disclosure, the Recipient shall make commercially reasonable efforts to provide the
Disclosing Party with:
(a) prompt written notice of such requirement so that the Disclosing Party may seek,
at its sole cost and expense, a protective order or other remedy; and
(b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing
such disclosure or seeking a protective order or other limitations on disclosure.
If, after providing such notice and assistance as required herein, the Recipient remains
subject to a Legal Order to disclose any Confidential Information, the Recipient (or its
Representatives or other persons to whom such Legal Order is directed) shall disclose no more
than that portion of the Confidential Information which, on the advice of the Recipient's legal
counsel, such Legal Order specifically requires the Recipient to disclose and, upon the
Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from
the applicable court or agency that such Confidential Information will be afforded confidential
treatment.
6. Return or Destruction of Confidential Information. At any time during or after
the term of this Agreement, at the Disclosing Party's written request, the Recipient and its
Representatives shall promptly return to the Disclosing Party all copies, whether in written,
electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy
all such copies and certify in writing to the Disclosing Party that such Confidential Information

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has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created
by the Recipient or its Representatives and certify in writing to the Disclosing Party that such
copies have been destroyed.
7. Term and Termination. The term of this Agreement shall commence on the
Effective Date and shall expire two (2) year(s) from the Effective Date, provided that either Party
may terminate this Agreement at any time by providing written notice to the other Party.
Notwithstanding anything to the contrary herein, each Party's rights and obligations under this
Agreement shall survive any expiration or termination of this Agreement for a period of two (2)
year(s) from the date of such expiration or termination, even after the return or destruction of
Confidential Information by the Recipient.
8. No Representations or Warranties. Neither the Disclosing Party nor any of its
Representatives make any representation or warranty, expressed or implied, as to the accuracy or
completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the
Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its
Representatives relating to or resulting from the Recipient's use of any of the Confidential
Information or any errors therein or omissions therefrom.
9. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire
right, title and interest, including all intellectual property rights, in and to all of its Confidential
Information. Any disclosure of such Confidential Information hereunder shall not be construed
as an assignment, grant, option, license or other transfer of any such right, title or interest
whatsoever to the Recipient or any of its Representatives.
10. No Other Obligation. The Parties agree that neither Party shall be under any
legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or
contractual relationship, investment, or transaction, by virtue of this Agreement, except for the
matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or
without cause, terminate discussions and negotiations with the other Party, in connection with
the Purpose or otherwise.
11. Remedies. Each Party acknowledges and agrees that money damages might not
be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its
Representatives. Therefore, in addition to all other remedies available at law (which neither Party
waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek
specific performance and injunctive and other equitable relief as a remedy for any such breach or
threatened breach, and the Parties hereby waive any requirement for the securing or posting of
any bond or the showing of actual monetary damages in connection with such claim.
12. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of Maryland without giving effect
to any choice or conflict of law provision or rule (whether of the State of Maryland or any other
jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the
State of Maryland. Any legal suit, action or proceeding arising out of or related to this Agreement
or the matters contemplated hereunder shall be instituted exclusively in the federal

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courts of the United States for the District of Maryland or the courts of the State of Maryland
located in Anne Arundel County, Maryland, and each Party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding and waives any objection based
on improper venue or forum non conveniens. Service of process, summons, notice or other
document by mail to such Party's address set forth herein shall be effective service of process for
any suit, action or other proceeding brought in any such court.
13. Notices. All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been given: (a) when
delivered by hand (with written confirmation of receipt); (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by
facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal
business hours of the recipient, and on the next business day if sent after normal business hours
of the recipient; or (d) on the third (3 rd ) day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must be sent to the respective
parties at the addresses set forth on the signature page of this Agreement (or to such other
address that may be designated by a Party from time to time in accordance with this Section).
14. Entire Agreement. This Agreement constitutes the sole and entire agreement of
the Parties with respect to the subject matter contained herein, and supersedes all prior and
contemporaneous understandings, agreements, representations and warranties, both written and
oral, with respect to such subject matter. This Agreement may only be amended, modified or
supplemented by an agreement in writing signed by each Party hereto.
15. Severability. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
16. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.
17. Assignment. Neither Party may assign any of its rights or delegate any of its
obligations hereunder without the prior written consent of the other Party. Any purported
assignment or delegation in violation of this Section shall be null and void. No assignment or
delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This
Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
18. Waivers. No waiver by any Party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the Party so waiving. No waiver by

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any Party shall operate or be construed as a waiver in respect of any failure, breach or default not
expressly identified by such written waiver, whether of a similar or different character, and
whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any
right, remedy, power or privilege arising from this Agreement shall operate or be construed as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.