CONFIDENTIALITY AGREEMENT

THIS AGREEMENT made this September 21, 2017 by and between

  1. Buyer
  2. Seller And agents King Real Estate Agency, The Agency

Property: 165 Room Hotel located near Orlando, FL

(including all of the above parties subsidiaries, parent companies, brother or sister companies, and any businessentities owned in whole or in part by the above named parties, or any of it's principal shareholders, individuals,agents, assignees, trustees, or employees), (hereinafter collectively the "Parties" or individually the "Party").

WHEREAS, the Parties are mutually desirous of transacting various business dealings in cooperation with oneanother for their mutual benefit; and,

WHEREAS, in transacting this prospective business it is essential that the Parties mandate specific provisionspertaining to confidentiality and non-solicitation of each Party's respective business sources and Confidentialinformation;

WHEREAS, in some cases one or more of the Parties shall be a "Disclosing Party", and one or more Parties shallbe a "Receiving Party", and in other cases the flow of information may be different between the Parties.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged, includingthe recitals, which are, made a part hereof, the Parties agree to the following:

  1. No Party to this Agreement or its subsidiaries, affiliates, officers, directors, employees, agents, representatives, or consultants, shall directly or indirectly, contact, deal with solicit or otherwise attempt to transact business with the Source introduced by one Party to any other Party ("Source") at any time, in any manner or for any reason without the prior written consent and authorization of the party introducing the Source. Nor shall the parties encourage, request or cause any person or entity to withdraw, curtail or cancel, or otherwise detrimentally interfere with a business relationship with either party.
  1. The Parties shall maintain complete confidentiality and shall not disclose to any third party, other than their agents or other parties needed to carry out the purposes of this Agreement, on a need to know basis, any Confidential Information of any of the other parties, including the Source's, and shall only disclose such Confidential Information or Source's to any third party, pursuant to the prior written permission of the Party having introduced the Source.
  1. In the event one of the Parties desires to introduce or initiate a third party to business opportunities offered by one of the Parties (and there has been compliance with the provisions of Paragraphs 1 and 2 above pertaining to prior written consent), this third party will be required, for the fulfillment of the contractual obligations one to the other, to execute a similar Non-Disclosure and Non-Circumvention Agreement with the original Parties hereto, thereby making the third party a party to this Agreement, attendant with all of its obligations, constraints, and understandings by which the original Parties have bound.
  1. All "Confidential Information" as herein defined (including lists of potential sellers, purchasers, investors, lenders, borrowers, and related parties) relating to the business being transacted between the Parties shall be deemed confidential, Confidential, and a trade secret of the respective Parties, and any Party receiving Confidential Information shall not duplicate nor disclose without the prior written consent of the Party disclosing such Confidential Information.
  1. For the purposes of this Agreement, "Confidential Information" shall consist of any and all information in whatever form (whether orally, in hard copy, magnetic recording or storage, graphic or written form, or any other medium whatever).
  1. Confidential information shall not include information that: (a) at the time of use or disclosure by the Receiving Party is in the public domain through no fault of, action or failure to act by the Receiving Party; (b) becomes known to the Receiving Party from a third-party source without violation of any obligation to the Disclosing Party of confidentiality; (c) was known by the Receiving Party prior to disclosure of such information by the Disclosing Party to the Receiving Party (in which case the Receiving Party must notify the Disclosing Party in writing and provideproof of same within 24 hours); or (d) was independently developed by the Receiving Party without any use ofConfidential Information. Nevertheless, the Confidential information may be disclosed when required by law,regulation, rule, act, or order of any governmental authority or agency to be disclosed by the Receiving Party;provided, however, that the Receiving Party use its best efforts to give the Company sufficient advance writtennotice to permit the Company to seek a protective order or other similar order with respect to such ConfidentialInformation and thereafter to disclose only the minimum Confidential Information required to be disclosed in orderto comply.
  1. ALL CONFIDENTIAL OR CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OFANY KIND. THE RECEIVING PARTY AGREES THAT THE DISCLOSING PARTY SHALL NOT BE LIABLE FORANY DAMAGES WHATSOEVER RELATING TO THE RECEIVING PARTY'S USE OF SUCH CONFIDENTIALINFORMATION.
  1. (A) The Receiving Party shall immediately destroy or return all tangible and, to the extent practicable, intangiblematerial in its possession or control embodying the Disclosing Party's Confidential Information (in any form andincluding, without limitation, all summaries, copies and excerpts of Confidential Information) promptly after theDisclosing Party makes a written request therefore and shall not thereafter be retained in any form by ReceivingParty, except that notwithstanding the above, one copy may be retained by Receiving Party to show compliance withthe terms of this Agreement or for regulatory compliance purposes.(B) The receiving party shall take reasonable security precautions, at least as great as the precautions it takes toprotect its own confidential information.
  1. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use ordisclosure of Confidential Information, or any other breach of this Agreement, and shall cooperate with theDisclosing Party in every reasonable way to help the Disclosing Party regain possession of Confidential Informationand prevent its further unauthorized use.
  1. Neither Party shall make any representations, give any warranties or enter into any negotiations or agreementswith third parties on behalf of the other party. Each Party agrees that all press releases, announcements, otherforms of publicity made, or negotiations entered into, by such party concerning any joint activity or businessrelationship between the parties must be pre-approved in writing by the other party.
  1. Nothing in this Agreement shall be construed as granting any rights or licenses in the Confidential Informationof the Disclosing Party to the Receiving Party. Nothing in this Agreement shall be deemed to create any obligationon the part of either Party to enter into a further agreement.
  1. Any Party that violates this Agreement shall be liable for all damages, as may be allowed by law, and injunctiverelief by any court of competent jurisdiction. It shall not be necessary that a Party prove an inadequate remedy atlaw or the availability or money damages as a pre-condition or obtaining injunctive relief. The Party prevailing inthis litigation shall be awarded its attorneys' fees.
  1. Neither Party shall assign this contract or any of its rights nor obligations without the consent of the other Party,except as stated above in this Agreement.
  1. This Agreement shall be construed and governed by the laws of Florida, in the forum of Florida.
  1. No statements, agreements or representations, oral or written, which may have been made by any Party to thisAgreement, shall be of any force or effect, except to the extent stated in this Agreement. This Agreement embodiesand constituted the entire understanding between the Parties and supersedes all prior understandings andagreements, or representations, all of which are merged herein. No modifications may be made except in writing and signed by both parties after the execution date of this Agreement.
  1. If any portion of this Agreement is deemed to be held unenforceable or invalid for any reason, it shall not affectthe enforceability or validity of any other provision.
  1. Any dispute arising out of or related to this Agreement shall be settled by arbitration in Orange County, FL, bythe American Arbitration Association.
  1. The waiver or failure of any party to enforce at any time any of the provisions hereof shall not be construed to bea waiver of the right of such party thereafter to enforce any such provision.
  1. The obligations of each Receiving Party hereunder shall survive until three years from the date of thisAgreement. However, any Receiving Party's obligations with respect to specific Confidential information shallterminate at such time as such specific Confidential Information disclosed hereunder is in the public domainthrough no fault of, action or failure to act by the Receiving Party.
  1. Any signatory page that has been transmitted via Facsimile or Electronic transmission shall be considered validand true signature and shall be recognized as such.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

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