Principal Confidentiality Agreement

 

Huber Heights  – Nationwide Hospitality Investment Brokerage and Consulting (“Property”)

 

This CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to between Huber Heights Investment Property Group,

(“Huber Heights”), acting as exclusive agent on behalf of the owner ("Owner") in connection with the possible sale of the

Property and ____________________________________________________,(“Principal").

 

As Principal, you represent that you have an interest in a possible investment in the Property and have the experience and

financial capabilities to purchase this property. Therefore, you have requested that Huber Heights furnish Principal information

concerning the Property. This information may include, without limitation, the offering memorandum prepared by Huber Heights,

various papers, documents, legal instruments, studies, brochures, computer output, and other materials, and any discussions

or Property visitations which are conducted with or by Principal and Huber Heights concerning the Property (all of the

aforementioned information collectively referred to as "Evaluation Material"). In this connection, we are prepared to

consider the furnishing of the Evaluation Material to Principal only on the condition that Principal agrees to treat the

Evaluation Material confidentially as hereinafter provided. Therefore, as a prerequisite to Huber Heights furnishing this Evaluation

Material to Principal, you hereby agree as follows:

 

1. All Evaluation Material furnished to Principal by Huber Heights or Owner will not be used or duplicated by Principal in any

way detrimental to Huber Heights or Owner, or for any purpose other than evaluating a possible investment in the Property

by Principal. Therefore, Principal agrees to keep all Evaluation Material (other than information which is a matter of

public record or is provided in other sources readily available to the public other than as a result of disclosure by

Principal) strictly confidential; provided, however, that the Evaluation Material may be disclosed to directors, officers,

and employees of Principal, and to outside counsel and Principals' accounting firm (all of whom are collectively

referred to as "Related Parties") who, in Principal's judgment, need to know such information for the purpose of

evaluating a possible investment in the Property. These Related Parties shall be informed by Principal of the

confidential nature of such information and shall be directed by Principal to keep all such information in the strictest

confidence and to use such information only for the purpose of evaluating a possible investment by Principal.

Principal shall keep a record as to the exact location of all Evaluation Materials and all copies thereof. Principal will

promptly, upon the request of Huber Heights or Owner, deliver to Huber Heights all Evaluation Material furnished to them by

Huber Heights or Owner, whether furnished before or after the date of this letter, without retaining copies thereof.

 

2. Principal agrees not to make any of the Evaluation Material available or disclose any of the contents of the Evaluation

Material, or the fact that discussions or negotiations are taking place concerning a possible investment proposal in the

Property by Principal, or any of the terms, covenants, conditions, or other facts with respect to any such investment

proposal, including the status thereof, to any person other than as permitted by the preceding paragraph unless: (i)

such person has been identified to Huber Heights and Owner; (ii) Huber Heights and Owner have approved in writing the

disclosure of the Evaluation Material to such person; and (iii) such person has entered into a confidentiality agreement

with Huber Heights and Owner, the provisions of which agreement shall be substantially the same as the provisions of this

Agreement. The term "person" as used in this Agreement shall be interpreted broadly to include, without limitation,

any corporation, partnership, association, and individual. Principal will direct Related Parties to whom Evaluation

Material is made available not to make similar disclosures and any such disclosure shall be deemed made by, and be

the responsibility of Principal.

 

3. Although we have endeavored to include in the Evaluation Material information known to us that we believe to be

relevant for the purpose of your investigation, Principal understands and acknowledges that neither Huber Heights nor

Owner makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. The

financial information and projections contained in the Evaluation Material represent estimates based on assumptions

considered reasonable under the circumstances although Huber Heights has not independently verified them. Huber Heights and

Owner make no representations or warranties, expressed or implied, that actual results will conform to such

Property Name: _________________ Page 2 of 2 Principal Initials: _________

projections. Owner and Huber Heights expressly disclaim any and all liability for representations or warranties, expressed or

implied, contained in this Evaluation Material, or omissions from this Evaluation Material, or in any other written or

oral communications transmitted or made available to Principal. Principal agrees that neither Huber Heights nor Owner nor

any affiliate of Huber Heights or Owner shall have any liability to Principal or any of its representatives or Related Parties

resulting from its use of or reliance upon the Evaluation Material.

 

4. Owner and Huber Heights expressly reserve the right, at their sole discretion, to reject any and all expressions of interest or

offers to invest in the Property from Principal or any other person or entity, and/or to terminate discussions with

Principal or any other person or entity at any time with or without notice. Owner shall have no legal commitment or

obligation to Principal, or any other person or entity reviewing the Evaluation Material or making an offer to invest in

the Property unless and until such investment in the Property is approved on whatever terms deemed desirable by

Owner by the necessary officers and/or Financial Committee of the Board of Directors of Owner, a written agreement

for the investment in the Property has been fully executed, delivered and approved by Owner and its legal counsel,

any conditions to Owner's obligations hereunder have been satisfied or waived, and any conditions to Principal's

obligations thereunder have been fully satisfied in the opinion of Owner.

 

5. Principal has been advised that Huber Heights is acting on behalf of Owner as exclusive broker in connection with the

investment in the Property. Owner shall pay all brokerage commissions, finder's fees and other compensation to

Huber Heights. Principal agrees to indemnify, defend, protect and hold harmless Huber Heights, Owner, their respective affiliates,

successors and assigns, employees, officers, directors, agents and representatives against and from any loss, liability or

expense, claim or damage, including reasonable attorneys' fees, arising out of any claim or claims by any broker,

finder or similar agent (including but not limited to Broker) for commissions, fees or other compensation for bringing

about any investment in the Property to Principal if such claim or claims are based in whole or in part on dealings

with Principal or any of its representatives.

 

6. No failure or delay by Huber Heights or Owner in exercising any right, power or privilege hereunder shall operate as a

waiver thereof, nor shall any single or partial exercise thereof or failure to exercise preclude any other or further

exercise thereof or the exercise of any right, power or privilege hereunder.

If you are in agreement with the foregoing, Principal must execute and return a copy of this letter to Huber Heights Investment

Property Group via e-mail at Info@coca-coma.com. We will consider forwarding the Evaluation Material to you as soon as we (i)

receive the fully executed Confidentiality Agreement, and (ii) satisfy ourselves in our sole judgment that Principal has the

experience and financial capability to consummate the contemplated investment transaction (including, if we deem

necessary, personal interviews, bank reference investigations, and other appropriate financial disclosure).

 

 

ACCEPTED AND AGREED TO:

PRINCIPAL (Company): _________________________________

By (please print): _________________________________

Signature: _________________________________

Title: _________________________________

Address: _________________________________

_________________________________

Phone: _________________________________

Fax: _________________________________

Email: _________________________________

Date: _________________________________