We acknowledge Acadia Lodging Brokers and Advisors (“ACADIA”), are acting as the exclusive agent for the building ownership (the “Seller”) in connection with the possible sale of the fee simple interest in the above Premises.   

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We have requested that you furnish us with information concerning the Premises. This information may include, without limitation, an offering memorandum or materials and the various other papers, legal instruments, studies, brochures, computer output and other data concerning the Premises, as well as oral discussions and Premises visitations (collectively, “Evaluation Material”). We acknowledge and agree that the Evaluation Material will be furnished to us only on the condition that we agree to treat the Evaluation Materials confidentially as hereinafter provided. Therefore, as an inducement to ACADIA doing so, we hereby agree as follows:

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1. No Evaluation Material furnished to us will be used, duplicated, or disseminated by us for any purpose other than evaluating a possible good faith purchase of the Premises. Therefore, we agree to keep all Evaluation Material strictly confidential; provided, however, that the Evaluation Material may be disclosed to our key employees and to our outside counsel, accountants, consultants and all any advisors (collectively, “Related Parties”) on a strictly “need to know” basis. These Related Parties shall be informed by us of the confidential nature of such Evaluation Material and the terms of this agreement and instructed by us to abide by its terms. We will promptly, upon request, return all Evaluation Material and all copies thereof (whether furnished before or after the date of this letter) to ACADIA, without retaining copies. We shall be responsible for compliance, and any breach, of this agreement by all Related Parties, and any other persons or entities who obtain Evaluation Material from any Related Parties, whether or not in accordance with this Agreement.

2. We agree not to disclose to any person, and to instruct the Related Parties not to disclose either (i) the fact that discussions or negotiations are taking place concerning a possible sale of the Premises or (ii) any of the terms, covenants, conditions, or other facts with respect to any such possible sale (other than as permitted by the preceding paragraph).

3. We agree not to copy or duplicate any Evaluation Material, other than for purposes permitted hereunder. At the request of ACADIA or Seller, we agree to promptly return to ACADIA all Evaluation Material, and summaries, analyses, models and other work product generated with respect to the Evaluation Materials and the Premises.

4. 4.    We agree that ACADIA and Seller (Seller being an intended third party beneficiary of this Agreement) will have no adequate remedy at law if we violate any of the terms of this agreement. In such event, ACADIA or Seller will have the right, in addition to any other right ACADIA or Seller may have, to seek injunctive relief to restrain any breach or threatened breach of this agreement by us or any Related Parties or specific enforcement of such terms.

5. 5.    We agree not to communicate with any tenants, governmental authorities, service providers or other parties with a contractual relationship to the Premises, with respect to the Premises, without the prior written consent of Seller, which may be given or withheld in Seller’s sole discretion.

6. 6.    We acknowledge that the delivery of this agreement does not constitute any agreement on the part of Seller to sell the Premises to us or any other party, and that the decision to sell the Premises at all, or to us or to any other party, or to otherwise consummate any other transaction with respect to the Premises, is within the sole discretion of Seller.

7. 7.    The provisions of this agreement shall remain in effect with respect to any or all Evaluation Material until the earliest of (i) the date such Evaluation Material is no longer Evaluation Material within the meaning of this agreement or (ii) the date that a transaction is closed between us and Seller (iii) 12 months from the date of the agreement.  Notwithstanding anything to the contrary above, the terms of any sale of the Premises shall remain confidential.

8. 8.    In the event that we or any Related Parties is required to disclose any Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or a governmental or administrative body, we shall (i) immediately notify ACADIA and Seller of the existence and circumstances surrounding such requirement, (ii) consult with Seller in all matters with respect to responding to such requirement and (iii) take reasonable steps to assure that the Evaluation Material is accorded confidential status if disclosure is ultimately required.

9. We agree that neither ACADIA nor Seller, or any of their affiliates, offices, director, employees, advisors or agents, have made or will be making any representation or warranty as to the accuracy or completeness of the Evaluation Material.  Any financial information and projections contained in the Evaluation Material represent estimates based on assumptions believed to be reasonable under the circumstances, although they have not been independently verified. ACADIA and Seller expressly disclaim any and all liability for representations or warranties, express or implied, that actual results will conform to such projections; and we agree that ACADIA and Seller shall have no liability to us resulting from our use or reliance upon the Evaluation Material.  Premises will be sold “AS is, where is”.  All prospective buyers are encouraged to apply their own estimates of operating expenses when placing a value on the hotel.

10. 9.    We represent that we will conduct our own independent investigations for all those matters which we deem appropriate in order to evaluate any proposed transaction involving the Premises.

11. 10.    We represent that we are acting as principals on this transaction without a broker and that, if we choose to employ a broker, we shall do so at our sole cost and expense. Therefore, we agree to indemnify and hold Seller and ACADIA harmless from and against any and all loss, costs, damages and judgments (including reasonable attorneys’ fees and disbursements) arising from the claim(s) of any brokers alleging to have dealt with or through us in connection with the Premises.

12. 11.    This agreement (i) expresses the undersigned parties’ entire agreement on the matters covered herein above; (ii) supersedes all prior understandings between them on such matters; (iii) shall be governed by the internal laws of the State of Pennsylvania (iv) shall be binding on their lawful successors, designees and assigns; and (v) shall not be altered, supplemented, or terminated except in a writing signed by each of us.  Signatures may be exchanged by hand, by mail, by fax, by e-mail, by photocopy, or in counterparts, any such method being binding on both sides when completed and exchanged.