Dashboard
High-level statistics and reporting
Designer
Design your custom deal landing page
Editor
Edit deal page, visibility settings, and more
Data Room
Add and manage files in your data room
Outreach
Design and distribute email blasts
Campaigns
View past and upcoming email campaigns
Premium Feature
Leads
Manage leads and take notes
Premium Feature
Property Tours
Schedule and track property tours
Premium Feature
Inquiries
Review requests for information
Premium Feature
Term Sheets
Track term sheets and counter offers
Premium Feature
Hospitality Investors Trust, Inc.11325 Random Hills Road, Suite 360Fairfax, VA 22030NoticesHITREIT@hitreit.comCONFIDENTIALITY AGREEMENT(the “Agreement”)____________ 2024[RECIPIENT][ADDRESS]Dear Sir or Madam:In connection with [RECIPIENT] (“you” or “your” as the context requires) interest in acurrent or potential, negotiated acquisition of those certain properties listed on Schedule I hereto(referred to collectively and individually, as the context so requires, as the “Property”) controlledby Hospitality Investors Trust, Inc., or its subsidiaries, and/or affiliates (collectively, the“Company”), you (the “Receiving Party”, collectively with the Company, the “Parties” andsingularly a “Party”) have requested certain information concerning the Property and the Companyfrom the Company’s Representatives. In consideration of furnishing you with the Information (asdefined herein), the Company requests your agreement to the following:1. Representatives. The term “Representatives” means, as to a Party, such Party’saffiliates and its and their respective officers, directors, employees, partners, members, brokers,current and potential lenders and financing sources, legal counsel, accountants, consultants andmanagers, who need to know, and in each case receive such Information, solely for the purpose ofthe potential Transaction (as defined herein).Notwithstanding anything to the contrary herein, the term “Representatives” does notinclude, and you shall not, directly or indirectly, disclose any Information to, any person acting asa potential or actual (i) joint bidder or equity investor with respect to a possible Transaction, or (ii)third party operator or franchisor (e.g., any hotel brand) (any such person, a “Franchisor”), unless,in each such case, you have received the Company’s prior written consent (it being understoodthat once such consent is delivered, such potential or actual joint bidder or equity investor, orFranchisor shall be deemed your Representative).2. Definition of Information. The term “Information” as used in this Agreementincludes without limitation any and all information furnished directly or indirectly, either orally,electronically or in writing, by or on behalf of the Company to the Receiving Party and/or itsRepresentatives, and any and all documents regarding Company, its affiliates, subsidiaries, agents,managers, franchisors, the valuation and marketing and sale contemplated herein, and all other
Hospitality Investors Trust, Inc.2information (including such information contained on any computer tapes, computer disks or anyother form of electronic or magnetic media, data sites, share sites, Firmex sites and other webbased data sharing platforms), whether or not marked “confidential,” that Company or any of itsRepresentatives furnishes or otherwise discloses, whether before or after the date hereof, toReceiving Party or any of its Representatives, together with all notes, analyses, compilations,studies, forecasts, projections, interpretations or other documents, records or data (includinginformation contained on any computer tapes, computer disks, “data sites” or any other form ofelectronic or magnetic media, share sites, Firmex sites and other web based data sharing platforms)prepared by Receiving Party and/or its Representatives that contain or otherwise reflect or aregenerated from such documents and Information. However, the term “Information” does notinclude information that (i) is or becomes generally available to the public other than as a resultof a disclosure by Receiving Party or its Representatives in breach of the terms hereof, ( ii)becomes available to Receiving Party or any of its Representatives on a non-confidential basisfrom a source other than Company or its Representatives, provided that such source is not knownby Receiving Party or its Representatives to be bound by a confidentiality agreement with orother obligation of secrecy to Company with respect to such information, or (iii) was or isindependently developed by Receiving Party or its Representatives with resources other thanCompany’s Information.3. Receiving Party Obligations. The Information will be used solely for the purposeof evaluating Receiving Party’s potential purchase of the Property from the Company or itsaffiliates (the “Transaction”) and not for any other purpose. Receiving Party will protect theInformation with a commercially reasonable degree of care in order to prevent the unauthorizeduse, access or disclosure of the Information. The Information will be kept confidential inaccordance with the terms hereof by Receiving Party and its Representatives and will not bedisclosed by Receiving Party or its Representatives to any other person except (i) as may beconsented to by the Company in writing, (ii) if required by applicable law, regulation or legal orjudicial process, subject to paragraph 4 below, and (iii) that Receiving Party may disclose theInformation or portions thereof to those of its Representatives who need to know such Informationsolely for the purpose of evaluating the Transaction, but only to the extent necessary to evaluatethe Transaction and only if such Representatives are advised of the confidential nature of suchInformation and the terms of this Agreement. Receiving Party will be responsible for any failureto comply with the terms of this Agreement by Receiving Party or its Representatives, andReceiving Party agrees to take all commercially reasonable measures to prevent its Representativesfrom prohibited or unauthorized disclosure or use of the Information.4. Compelled Disclosure. If Receiving Party or any of its Representatives are requiredby applicable law, regulation, legal or judicial process, or by a governmental authority (bydeposition, interrogatory, request for documents, subpoena, civil investigative demand, or similarprocess) to disclose any Information, it must (to the extent legally permissible) provide Companywith prompt written notice thereof (email is acceptable), and must cooperate with Company sothat Company may, if Company chooses, at its sole discretion and expense, to seek a protectiveorder or other appropriate remedy. If such a protective order or other remedy is not sought orobtained, Receiving Party or such of its Representatives, as the case may be, may disclose onlysuch Information that it reasonably believes in good faith, after consultation with its legal counsel,must by applicable law, regulation, or legal or judicial process be disclosed, and Receiving Party
Hospitality Investors Trust, Inc.3must exercise reasonable efforts to obtain assurances that such Information will be accordedconfidential treatment.5. Ownership; Return or Destruction of Information. Upon written request byCompany, Receiving Party will promptly (i) destroy or return to Company (at Receiving Party’sdetermination) all originals and copies of Information then in the possession of Receiving Party orits Representatives that were provided by or on behalf of Company, and (ii) destroy anyInformation prepared by it or any of its Representatives (including any analyses, compilations,studies or other documents, records or data, and any material contained on any computer tapes,computer disks or any other form of electronic or magnetic media (other than informationcontained in automatic back up files in accordance with its ordinary backup and archivingprocedures) containing or based on such Information. Notwithstanding the foregoing, ReceivingParty and its Representatives may each retain copies of the Information to the extent required byapplicable document retention policies and legal and regulatory considerations. Upon Company’swritten request, Receiving Party hereby agrees to confirm in writing (email being acceptable) toCompany, its compliance with the terms of this paragraph. Notwithstanding the return, retentionor destruction of Information, Receiving Party will continue to be bound by the obligations ofconfidentiality and other obligations hereunder for the Term of this Agreement and ReceivingParty’s Representatives will continue to abide by the terms of confidentiality and non-use hereinfor the Term of this Agreement.6. No Other Obligation. Each Party understands and agrees that no contract oragreement providing for any brokerage arrangement or any Property sale will be deemed to existby this Agreement. Each Party also agrees that no Party will be under any legal obligation of anykind with respect to such a Transaction, by virtue of this Agreement or otherwise, except for thematters specifically agreed to in this Agreement.7. No Representations or Warranties. Neither Company, nor any of itsRepresentatives, has made or will make any express or implied representation or warranty as tothe accuracy or completeness of Information. Receiving Party agrees that neither Company norits Representatives will have any liability to Receiving Party or its Representatives resulting fromthe use of Information. Only those representations or warranties that are expressly made in adefinitive written agreement when, as, and if one is executed, and subject to such limitations andrestrictions as may be specified in such a definitive written agreement, will have any legal effect.8. Restricted Communication and Access. Without the prior written consent of theCompany, neither you nor your Representatives will initiate or cause to be initiated, other than tothe Company or its designee, any (i) communication concerning the Information or theTransaction, (ii) requests for additional information on the Property, or (iii) requests for (a) sitevisits or tours of the Property, or (b) management meetings in connection with the Information orthe Transaction. You also agree that neither you nor any of your Representatives will, without theprior written consent of the Company, initiate or maintain contact with any known tenant, manager,lender, servicer, special servicer, investor, partner, employee or ground lessor of, or agent for theProperty; provided however, the foregoing will not prohibit you or your Representatives fromcontacts made in the ordinary course of business unrelated to the Information or the Transaction.
Hospitality Investors Trust, Inc.49. Non-Solicitation. You agree that neither you nor any of your Representatives actingon your behalf will, without the prior written consent of the Company, directly or indirectly, solicitfor employment or hire any employee who works at the Property, with whom you have had contactor who became known to you in connection with your consideration of the Transaction; providedhowever, the foregoing will not restrict you or your Representatives from (i) hiring any suchemployee who on their own initiative applies for employment with you without any priorsolicitation by you or your Representative; (ii) placing or conducting general public solicitationsfor employment not specifically directed to the employees or the Property; or (iii) hiring any personwho responds to such general solicitation as described in clause (ii) above.10. Principal. You hereby acknowledge that you are a principal or investment advisorin connection with the Transaction and you agree that you will not look to the Company for anyfees or commissions in connection with the Transaction.11. Remedies. Receiving Party agrees that money damages would not be a sufficientremedy for any breach of this Agreement and that Company shall be entitled to seek equitablerelief, including injunction and specific performance, in the event of any breach of the provisionsof this Agreement, in addition to all other remedies available at law or in equity, includingmonetary damages. In the event of litigation relating to any breach of this Agreement, if a courtof competent jurisdiction determines in a final, non-appealable order that this Agreement has beenbreached by either Receiving Party or by its Representatives, then Receiving Party or itsRepresentative will reimburse the Company for its costs and expenses (including, withoutlimitation, reasonable legal fees and expenses) incurred in connection with all such litigation. Inno event shall either Party be liable to the other Party under this Agreement for any punitive orsimilar type damages.12. Governing Law; Jurisdiction. This Agreement shall be governed by and construedin accordance with the laws of the State of New York applicable to contracts made and to beperformed therein. Each Party irrevocably submits to the non-exclusive jurisdiction of any NewYork State or Federal court sitting in the City of New York over any suit, action or proceedingarising out of or relating to this Agreement. Each Party hereby irrevocably waives any and allright to a trial by jury in any legal proceeding arising out of or relating to this Agreement.13. U.S. Securities Laws. You hereby acknowledge that you and your Representativesmay receive material non-public information from the Company, which is a subsidiary of an issuer,in connection with your evaluation of the Transaction, and you are aware, and that you will adviseyour Representatives, that the United States securities laws prohibit any person who has receivedfrom an issuer, including such issuer’s subsidiary, material, non-public information concerning thematters which are the subject of this Agreement from purchasing or selling securities of such issueror from communicating such information to any other person under circumstances in which it isreasonably foreseeable that such person is likely to purchase or sell such securities.14. Data Protection. You hereto agree that you will (and will direct yourRepresentatives to): (i) comply with all applicable data protection and privacy laws in exercisingyour rights, and performing your obligations, under or in connection with this Agreement(including, without limitation, relating to transfer of personal data); (ii) only process such personal
Hospitality Investors Trust, Inc.5data to the extent necessary to exercise your rights, and perform your obligations, under thisAgreement; (iii) maintain or implement appropriate technical and organizational measures toprotect personal data that you process under or in connection with this Agreement; (iv) promptlynotify Company of personal data breaches relating to personal data disclosed to you under or inconnection with this Agreement; and (v) not download or otherwise require Company to transferany personal data from any data room or other repository established by Company for or inconnection with the Transaction, unless the resulting transfer of relevant personal data is subjectto appropriate safeguards under applicable data protection and privacy law.15. Modification; Waiver. The agreements set forth in this Agreement may be modifiedor waived only by a separate writing by the Parties expressly modifying or waiving suchagreements. It is further understood and agreed that no failure or delay in exercising any right,power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercisethereof preclude any other or further exercise thereof or the exercise of any other right, power orprivilege hereunder.16. Severability. If any term, provision, covenant or restriction of this Agreement isheld by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of theterms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.17. No Assignment. This Agreement is for the benefit of each of the Parties and willbe binding upon and inure to the benefit of each of them and their respective successors. Nothingexpressed or implied in this Agreement is intended to confer upon or give to any third party anyrights or remedies.18. Counterparts. This Agreement may be executed in counterparts (including byDocuSign or PDF), each of which shall be deemed an original, but all such counterparts shalltogether constitute one and the same Agreement.19. Definition of Person. The term “person” as used in this Agreement will beinterpreted broadly to include, without limitation, any corporation, company, group, partnershipor other entity or individual.20. Entire Agreement; Amendment. This Agreement constitutes the entire agreementbetween the Parties hereto relating to the subject matter hereof and supersedes any priorcommunications, understandings and agreements between the Parties and shall not besubsequently waived, amended, limited, or modified by any “clickthrough” or similar electronicacknowledgement or agreement. This Agreement shall only be modified, amended, waived orlimited by a written instrument executed by the Parties hereto.21. Term. This Agreement shall expire and cease to have any force or effect on theearlier of (i) the two-year anniversary of the date hereof, or (ii) the date that the Parties execute adefinitive written agreement (if any) regarding the Transaction, at which time Receiving Party’sobligations shall be governed by such definitive written agreement.If you agree with the foregoing, please sign and return a copy of this Agreement to the
Hospitality Investors Trust, Inc.6Company, which will constitute your agreement with respect to the subject matter of thisAgreement. Following your execution of this Agreement, the delivery to you of Information byor on behalf of the Company shall confirm the agreement of the Company to the terms andconditions of this Agreement.
Hospitality Investors Trust, Inc.7ACCEPTED AND AGREEDas of the date first above written:[RECIPIENT]By:Name:Title:
Schedule IPropertyResidence Inn Fort Myers2960 Colonial Blvd Fort Myers, FL 33966