INVESTOR CONFIDENTIALITY and NON-CIRCUMVENTION AGREEMENT
This Confidentiality Agreement and Non-Circumvention (“Agreement”) confirms the mutual understanding that “HCI” Inc. (“HCI”) and Everwood Hospitality Partners as (General Partner), as Agents, will provide Investor, associates, partners, investors and assigns (“Investor”) with certain evaluation materials, as well as verbal information (“Confidential Information”; including all copies or other renditions thereof) about the possible investment in the Investment Offering for the Tapestry by Hilton conversion project located at 8504 Universal Blvd, Orlando, FL 32819. Confidential Information is made available to Investor solely for the purposes of evaluating the possible investment or lease of the Property.
- Investor AGREES NOT to make any visits to the hotel or contact the hotel in any way without the explicit permission of the General Partner and Agent. All Property inspections must be scheduled thru “HCI” and will be conducted by appointment with the General Partner.
- Confidential Information shall include, but not be limited to, any conversations or discussions with “HCI”, the General Partner’s agents or employees, and any information related to the Property. The use of Confidential Information for any purpose other than to determine Investor’s possible Investment in the project is expressly prohibited. Investor agrees not to disclose this information to any person other than those who are directly involved in evaluating the possible investment in the Property. No external verbal or written communication of Confidential Information shall be permitted without the express written consent of “HCI”
- Investor shall not photocopy or make copies in any other manner of the Confidential Information. Investor further understands that all inspection appointments for said Property shall be made through “HCI”, and Investor will not contact the employees or owner direct.
- Investor shall not at any time, directly or indirectly, use, disclose, deliver, or communicate to any other person or entity, any discussions with “HCI”, or Confidential Information concerning the Property. Any inquiries or correspondence about the Property shall be communicated to “HCI”, at the address as set forth above.
- Investor hereby acknowledges that it has not dealt with, nor will deal with, any party other than “HCI”, as Agent in Investor’s potential acquisition of the Property. Investor further agrees to, and hereby does, indemnify and save harmless General Partner and “HCI”, against and from any loss, liability or expense, including reasonable attorney’s fees, arising out of any claim or claims by any other party for commissions or other compensation for bringing the Property to the attention of the Investor and any transaction contemplated hereby. Investor understands that this Confidentiality Agreement is being entered as a condition to the release of the Confidential Information by “HCI”, and that the information contained therein, while not guaranteed, is secured from sources deemed reasonably reliable.
- General Partner and “HCI”, expressly reserve the right in their sole discretion to reject any or all proposals or expressions of interest in the property and to terminate discussions or negotiations with any party at any time with or without notice.
- This Agreement combined with Retainer agreement (if any) expresses the entire agreement and understanding of the parties. This Agreement shall not be modified or changed in any manner except in writing and signed by both parties. In any action to enforce the rights of the parties hereto, the prevailing party shall, in addition to the actual settlement, be entitled to reasonable attorney’s fees.
- Investor agrees NOT to Circumvent “HCI”, in the Potential Investment opportunity of the above-mentioned Property or Properties, either by itself, agents or assigns for a period of two (2) years of the date of this agreement. In the event Investor breaches this Non-Circumvention Clause, Subhash Naik and or “HCI”, will be entitled to a fee of 5% of the total invested amount in the hotel from Investor, agents or assigns.
By checking the “I agree” box, the parties understand and agree to the terms and conditions as outlined above.
