Board Member Confidentiality Agreement

This agreement requires the Board Member to protect confidential information and trade secrets.

Upon leaving the board, all confidential information held by the board member should be collected and returned to the Company. This includes electronic and print versions. The board member should be reminded of his/her legal obligations under the agreement to protect confidential and proprietary information.

Confidential information should only be distributed to personnel that require this information to perform their jobs or duties as it relates to the operation of the community. Board Members and Volunteers have an obligation to ensure that this information is not widely distributed or publicly circulated.

Any board member who refuses to sign a confidentiality agreement will not be permitted access into the board member virtual desk which contains proprietary information and trade secrets for Blackstone management LLC.

Non-Solicitation/Confidentiality Agreement

I recognize that Blackstone Management, LLC. (“Blackstone”) is engaged in a highly competitive industry, and that it is important for Blackstone to protect its trade secrets, Confidential Information and other proprietary information and related rights acquired through Blackstone’s expenditure of time, effort and money. Therefore, because I wish to a Board Member with Blackstone in a capacity in which I will receive and/or contribute to Blackstone’s Confidential Information, and in consideration of the remuneration I will receive from Blackstone, I agree to be bound by the following terms and conditions which are so described below. I acknowledge that Blackstone would not have entered into this agreement and that I would not have been permitted access to any technology offerings without my express understanding of an agreement with the confidentiality and non-solicitation provisions which are contained in this agreement.

1. Definition of Confidential Information

In this agreement, “Confidential Information” includes confidential and proprietary information and various trade secrets including scientific, engineering and technical knowhow, processes, computer software and related documentation owned or marketed by Blackstone or its clients, marketing strategies, customer requirements, customer lists, employees’ compensation, methods of doing business, the financial affairs of Blackstone and other confidential business information which belongs to Blackstone or its clients.

2. Non-Disclosure of Confidential Information

a. I agree to retain all Confidential Information in the strictest confidence. I will not disclose any Confidential Information to any person other than for purposes of Blackstone and I will not use for my own purposes or for purposes other than those of Blackstone, any Confidential Information which I have acquired in relation to the business of Blackstone, its affiliates or the clients or either. I acknowledge that the obligation to disclose to others or use the Confidential Information continues in effect following the termination of my employment with Blackstone, for whatever reason, unless I obtain the prior written consent of the Chief Executive Officer or Board of Directors.

b. I agree that upon the request of Blackstone, and in any event upon the termination of a management agreement or the expiration of my term as a board member with Blackstone, for whatever reason, I will immediately return to Blackstone all of the materials, including all copies in whatever form, containing Confidential Information which are in my possession or under my control.

c. I understand my obligations under this agreement, not to use or improperly disclose to others Confidential Information, shall remain in effect until the date upon which the Confidential Information has been publicly disclosed in a manner authorized by Blackstone or its affiliates or otherwise has become known to competitors of Blackstone, without my breaching this agreement.

d. I understand my obligations under this agreement not to disclose to others any Confidential Information shall not apply to any Confidential Information I am required to disclose by any court or regulatory body or under applicable law provided that I shall give Blackstone prompt notice of any demand made of me to disclose such Confidential Information.

3. Inventions

Any inventions, patents, or intellectual property developed by the what are directors while serving on a board of directors with Blackstone shall be owned by Blackstone.

4. Conflict of Interest

The board member cannot use their purchasing power to contract or purchase services, products or equipment from a firm that is owned by or associated with the board members or a relative of the board member without prior consent of the President and CEO of Blackstone. The board member cannot accept gifts, bribes, goods or services that fall outside of normal business practices and were received with the intent of influencing the purchase of goods or services from the supplier.

5. Enforcement

I acknowledge and agree that damages may not be an adequate remedy to compensate Blackstone for any breach of my obligations contained in this agreement, and accordingly I agree that in addition to any and all other remedies available, Blackstone shall be entitled to obtain relief by way of a temporary or permanent injunction to enforce the obligations contained in this agreement.

6. General

a. This agreement shall be governed by the laws in force in the laws of the United States of America. If any provision of this agreement is wholly or partially unenforceable for any reason, such unenforceable provision or part thereof shall be deemed to be omitted from this agreement without in any way invalidating or impairing the other provisions of this agreement.

b. This agreement constitutes the entire agreement between the parties with respect to the protection by Blackstone of its proprietary rights and cancels and supersedes any prior understandings and agreements between the parties. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied, or statutory between the parties other than as expressly set forth in this agreement.

c. The rights and obligations under this agreement shall survive the termination of my service to Blackstone and shall inure to the benefit of and shall be binding upon (i) my heirs and personal representatives and (ii) the successors and assigns of Blackstone.

Code of Conduct and Ethics for Board Members of Blackstone Management

Blackstone Management has adopted the following Code of Conduct and Ethics for its Board Members. This Code of Conduct is intended to focus each director and the Board as a whole on their responsibilities as leaders of a Homeowners Association and their duties and responsibilities to that Homeowners Association.

No code of conduct or policy can anticipate every situation that may arise. This Board Code is intended as a set of guiding principles for directors. Directors are encouraged to raise issues for discussion with the Board as appropriate. In addition, legal counsel is available to consult with the Board of Directors as needed.

Ethical Leadership

In order to demonstrate strong ethical leadership, the board and each director will:

• Strive to do what is in best interest of the Homeowners Association for the long-term benefit of its members, being mindful of the interests of the Homeowners Association.
• Provide oversight of the Homeowners Association’s public disclosures and financial reporting, striving for transparency in all matters.
• Promote policies that lead to a positive atmosphere for the HOA members and that prohibit retaliation against any member based on the raising of a complaint about the HOA’s business conduct or ethics.
• Avoid conflicts of interest.
• Work to protect the HOA’s reputation.
• Ensure each board member is responsible for compliance with all neighborhood covenants, conditions, and restrictions.

Conflicts of Interest

Directors must avoid both actual conflicts of interest and situations that may be perceived as conflicts of interest. Any situation that involves, or may reasonably be inferred to involve, a conflict between the director’s personal or professional interests and the interests of the HOA must be disclosed as soon as possible to the Board of Directors.

By way of examples only, these situations may involve:

• Any personal financial interest of the director or their immediate family in a customer, vendor, or adviser to the HOA.
• The receipt of, or offer to provide to the director or their immediate family, improper personal benefits because of the director’s position with the HOA, whether or not in exchange for any action or inaction on the part of the director.
• Any situation that may be inconsistent with or that could disrupt or impair the HOA's relationship with its members.

Loans to Directors Prohibited

The HOA may NOT make any loan or advance funds to defer any payment due to the association to any director or member of the director’s immediate family, directly or indirectly, unless it is in accord with an approved policy that is applicable to all members of the Association.

Interactions with Vendors/Employees of the Community

It is not in the best interest of the community for any board member to influence or interfere with any vendor agreement. If any issues arise, this is best handled by the management team to ensure that all parties are represented equally and communication is conducted in a professional manner.

Employment of Immediate Family Members

While the employment by the HOA, its subsidiary, or affiliate of an immediate family member of a director is not prohibited, applications for employment by a member of a director’s immediate family and the related hiring process must be disclosed to and reviewed by the Board of Directors.

Interactions with the Media and the Public

Directors will not speak with or provide information to the media or the public about the HOA unless authorized to do so by the Board President or Blackstone Management. When expressing their personal views to the media or the public, directors will take care to ensure that they are not perceived to be speaking for the HOA.

Reporting of Concerns

Concerns of a director about compliance with ethical standards by any director, officer, or employee of the HOA should be immediately reported to the Board President or Vice President if the question relates to the President.

No waiver of any provision of the Code of Ethics applicable to all members of the Board of Directors shall be granted except by the full Board of Directors. In the event that a waiver is granted, disclosure of such waiver shall be promptly made to the membership.