WHEREAS, Seller is the owner of certain confidential information related to the hotel property located at 11180 Dowlin Dr, Cincinnati, OH 45241 (the "Property"); and
WHEREAS, Broker is the exclusive agent of Seller authorized to market and sell the Property; and
WHEREAS, Broker desires to disclose certain confidential information to Buyer for the purpose of evaluating a potential purchase of the Property; and
WHEREAS, Buyer desires to receive such confidential information and agrees to hold such information in confidence and not to compete with Seller in the operation of a hotel in the vicinity of the Property.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
- Confidential Information.
"Confidential Information" means any and all information disclosed by Broker to Buyer, whether orally, in writing, electronically, or by any other means, relating to the Property, including, but not limited to:
- Financial information, including historical and projected revenues, expenses, and profits;
- Operational information, including occupancy rates, staffing levels, and marketing strategies;
- Customer information, including guest lists and reservation records;
- Contracts and agreements relating to the Property;
- Information relating to the physical condition of the Property;
- Marketing plans and strategies for the Property; and
- Any other information that Seller or Broker designates as confidential or that Buyer should reasonably understand to be confidential under the circumstances.
- Non-Disclosure.
Buyer agrees to hold the Confidential Information in strictest confidence and not to disclose it to any third party without the express written consent of Seller or Broker. Buyer further agrees to use the Confidential Information only for the purpose of evaluating a potential purchase of the Property.
- Non-Compete.
In consideration of Broker's disclosure of Confidential Information on behalf of Seller, Buyer agrees not to, directly or indirectly:
- Own, manage, operate, or be employed by any hotel within a 5 mile radius of the Property;
- Solicit or induce any employee of Seller to terminate their employment; or
- Solicit or divert any customers of Seller.
This non-compete provision shall remain in effect for a period of 1 years following the date of this Agreement, whether or not Buyer purchases the Property.
- Exceptions to Confidentiality.
The obligations of confidentiality and non-use under this Agreement shall not apply to any Confidential Information that:
- Was already known to Buyer prior to disclosure by Broker;
- Is or becomes publicly known through no wrongful act of Buyer;
- Is rightfully received by Buyer from a third party without any obligation of confidentiality; or
- Is required to be disclosed by law.
- Return of Confidential Information.
Upon Seller's or Broker's written request, Buyer shall promptly return all Confidential Information to Broker, including all copies thereof.
- Remedies.
Buyer acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Seller and Broker for which monetary damages would be inadequate. Accordingly, Seller and Broker shall be entitled to seek injunctive relief and other equitable remedies to prevent or restrain any such unauthorized disclosure or use.
- Entire Agreement.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
- Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
- Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
- Severability.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
- Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, by typing their names below, the parties indicate their agreement to the terms outlined in this document as of the date first written above.
Broker:
OwnerLand Hospitality
By: Priyanshu Adathakkar
Title: Sales Agent
Buyer:
