Confidentiality Agreement

This Confidentiality Agreement (the "Agreement") is made and entered into by you ("Prospective Purchaser/Broker", as appropriate), in favor of National Retail Properties, Inc. (NNN), a Maryland corporation, having offices located at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801. In consideration of NNN providing Prospective Purchaser/Broker with Confidential Information (as herein defined) relating to certain real estate property(ies) identified on Exhibit "A" attached hereto (individually or collectively, the "Property") and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Prospective Purchaser/Broker hereby agrees as follows:

A. Confidential Information. The term "Confidential Information" means any and all documents or information received directly or indirectly at any time by Prospective Purchaser/Broker, verbally or in writing, from NNN relating to NNN or the Property (the terms "Prospective Purchaser/Broker" and "NNN" as used herein shall include their respective subsidiaries, affiliates, shareholders, directors, officers, employees, attorneys, accountants, consultants, agents, or other representatives and their successors and assigns).

B. Confidentiality. Prospective Purchaser/Broker acknowledges that all Confidential Information is the confidential, proprietary, and commercial or financial trade secret information of NNN, and Prospective Purchaser/Broker agrees to hold all Confidential Information in strict confidence. All Confidential Information is and all shall remain the sole property of NNN and may be used only for the purposes set forth in this Agreement.

C. If the Prospective Purchaser/Broker is a prospective purchaser, Prospective Purchaser/Broker agrees that it will not directly or indirectly disclose, duplicate, reproduce, distribute, disseminate, transmit, discuss, or otherwise communicate, either verbally or in writing to any person or entity other than its responsible shareholders, directors, officers, employees, attorneys, accountants, consultants, agents, and other authorized representatives (collectively "Authorized Persons") any Confidential Information or documents or information derived from Confidential Information, nor use or allow the use of any Confidential Information for any purpose other than evaluating a possible purchase of the Property from NNN. Prior to any such disclosure Prospective Purchaser/Broker shall inform the Authorized Persons by instruction, agreement, or otherwise that the Confidential Information is the confidential, proprietary, and trade secret information of NNN and may not be further disseminated to other persons or entities without prior written consent, which must be requested from, and may be given or withheld at the sole discretion of, NNN.

D. If the Prospective Purchaser/Broker is a broker, Prospective Purchaser/Broker agrees that it will not directly or indirectly disclose, duplicate, reproduce, distribute, disseminate, transmit, discuss, or otherwise communicate, either verbally or in writing to any person or entity any Confidential Information or documents or information derived from Confidential Information, nor use or allow the use of any Confidential Information for any purpose without NNN's prior written consent. In addition to, and without limiting the foregoing, if any person or entity requests that Prospective Purchaser/Broker disclose or produce any information provide by NNN with respect to the Property that is alleged or claimed to be public information under applicable law, Prospective Purchaser/Broker agrees to promptly notify NNN of such request and to provide NNN adequate opportunity to seek to prevent such disclosure. Broker must obtain the prior written consent of Owner before disclosing any information to any third party.

E. Responsibility for Compliance. If the Prospective Purchaser/Broker is a prospective purchaser, Prospective Purchaser/Broker hereby agrees to assume full responsibility for compliance with this Agreement by all persons and entities to which or whom Confidential Information may be disclosed by Prospective Purchaser/Broker or an Authorized Person, and agrees to indemnify and hold NNN harmless from and against liability or damages resulting from the failure of Prospective Purchaser/Broker or any Authorized Person to comply fully with the terms of this Agreement. If the Prospective Purchaser/Broker is a broker, Prospective Purchaser/Broker hereby agrees to assume full responsibility for compliance with this Agreement and agrees to indemnify and hold NNN harmless from and against liability or damages resulting from the failure of Prospective Purchaser/Broker to comply fully with the terms of this Agreement.

F. Return of Confidential Information. If (i) NNN requests the return of any Confidential Information from Prospective Purchaser/Broker, or (ii) Prospective Purchaser/Broker is a prospective purchaser and a definitive purchase and sale contract is not entered into by and between NNN and Prospective Purchaser/Broker with respect to the Property, then Prospective Purchaser/Broker shall promptly return to NNN the original and all photocopies of the Confidential Information.

G. Default. The parties hereto stipulate and agree that any breach of or default under this Agreement on the part of Prospective Purchaser/Broker shall be deemed to cause irreparable harm to NNN and that monetary damages would be inadequate to remedy such breach and that therefore, in the event of any such breach, NNN shall be entitled to any and all remedies available under law or equity including, without limitation, the right to bring a civil action for the recovery of money damages and/ or injunctive and other equitable relief aimed at restraining further breaches hereof and further disclosures of confidential information protected hereunder.

H. Disclaimer of Warranty. NNN has not made and does not make any warranty, whether express, implied, or statutory, with respect to the Confidential Information and does not accept any responsibility for any expenses, losses, or actions incurred or undertaken by Prospective Purchaser/Broker or any Authorized Persons as a result of the receipt or use of, or reliance on, the Confidential Information or any errors therein or omissions therefrom. Prospective Purchaser/Broker also understands and agrees that no contract or agreement providing for any transaction involving NNN shall be deemed to exist between Prospective Purchaser/Broker and NNN unless and until a final definitive agreement has been executed and delivered, and Prospective Purchaser/Broker hereby waives, in advance any claims (including, without limitation, breach of contract) in connection with any transaction involving NNN unless and until Prospective Purchaser/Broker and NNN shall have entered into a final definitive purchase and sale contract. Prospective Purchaser/Broker further acknowledges and agrees that NNN reserves the right, in its sole discretion, to reject any and all proposals made by Prospective Purchaser/Broker or any of the Prospective Purchaser/Broker's representatives with regard to a transaction between NNN and Prospective Purchaser/Broker, and to terminate discussion and negotiations with Prospective Purchaser/Broker at any time. Prospective Purchaser/Broker further understands that (i) NNN and its representatives shall be free to conduct any process for any transaction involving NNN or the Property, if and as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement without prior notice to Prospective Purchaser/Broker or any other person), (ii) any procedures relating to such process or transaction may be changed at any time without notice to Prospective Purchaser/Broker or any other person, and (iii) Prospective Purchaser/Broker shall not have any claims whatsoever against NNN or any third party with whom NNN contracts with respect to the Property, unless a final definitive purchase and sale contract has previously been entered into between NNN and Prospective Purchaser/Broker with respect to the Property.

I. Contact with NNN Only. Prospective Purchaser/Broker agrees that any and all questions from Prospective Purchaser/Broker or Authorized Persons related to the Confidential Information or the Property must be directed solely to NNN.

J. Survival of Terms. The obligations of Prospective Purchaser/Broker to hold the Confidential Information in strict confidence, and to cause the Authorized Persons to hold the Confidential Information in strict confidence, are continuing obligations and shall survive the termination of this Agreement, the expiration or termination of any listing agreement entered into by NNN and Prospective Purchaser/Broker or the discontinuation of negotiations between NNN and Prospective Purchaser/Broker regarding the purchase and sale of the Property.

K. Miscellaneous. Prospective Purchaser/Broker shall not, without the prior written consent or approval of NNN (which may be given or withheld in the sole and absolute discretion of NNN), assign this Agreement or its obligations hereunder to any person or entity whatsoever. NNN shall be free to assign this Agreement and any or all of its rights hereunder without Prospective Purchaser/Broker's consent. In the event it shall be necessary for NNN to bring suit to enforce any provision hereof or for damages on account of any breach of any obligation contained herein, the prevailing party in any such litigation shall be entitled to recover from the non-prevailing party or parties all costs and expenses of such litigation, including appeals. This Agreement and the interpretation and enforcement of same shall be governed by and construed in accordance with the laws of the State of Florida and shall be binding upon, inure to the benefit of, and be enforceable by NNN and Prospective Purchaser/Broker as well as their respective successors and permitted assigns. In the event of litigation arising under or relating in any way to this Agreement, all such litigation shall be brought only in the Ninth Judicial Circuit Court in and for Orange County, Florida, located in Orlando, Florida, and no other court or venue. NNN and Prospective Purchaser/Broker hereby consent to the personal jurisdiction of the courts of the State of Florida over them. This Agreement represents the complete and entire understanding and agreement among NNN and Prospective Purchaser/Broker and supersedes any and all prior or contemporaneous agreements, whether written or oral. This Agreement may not be modified or amended nor may any provision contained herein be waived, except in writing signed by NNN. In case any provision(s) hereof shall be determined invalid or unenforceable under applicable law, such provision(s) shall, to the extent possible, be construed or applied in such a manner as will permit enforcement; otherwise this Agreement shall be construed as if such provision(s) had never been made a part hereof. The undersigned signatory represents that he or she is authorized to execute this Agreement on behalf of the entity for which he or she is signing.