NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement” or “NDA”) is entered into by and between Ashland Auction Group, LLC and the Seller (collectively, the “Disclosing Parties”), and the undersigned (“Receiving Party”). This Agreement applies to the property located at [PROPERTY ADDRESS NOT SET] (“Property”).

The Receiving Party has requested access to certain non-public financial, operational, and business information relating to the Property for the sole purpose of evaluating a potential purchase of the Property (the “Permitted Purpose”). The Disclosing Parties agree to provide such information only in accordance with the terms of this NDA.

“Confidential Information” includes, without limitation, financial statements, revenue data, expense summaries, tax filings, occupancy history, ADR/RevPAR, booking data, licensing documents, operational procedures, vendor information, business reports, and any materials identified as confidential or provided in a non-public capacity.

Confidential Information does not include information that:

(a) becomes publicly available through no breach of this Agreement by the Receiving Party;

(b) is lawfully obtained from a third party not bound by confidentiality; or

(c) is independently developed without use of Confidential Information.

The Receiving Party agrees to maintain strict confidentiality of all Confidential Information; use the information solely for the Permitted Purpose; not disclose it to third parties except professional advisors bound by confidentiality; not copy or reproduce the information except as reasonably necessary for evaluation; take precautions to prevent unauthorized use; and promptly notify the Disclosing Parties of any unauthorized disclosure. The Receiving Party is responsible for any breach by its agents, advisors, or affiliates.

The Receiving Party acknowledges that Confidential Information is provided on an “as-is” basis without representation or warranty as to accuracy or completeness. The Receiving Party agrees to conduct its own independent due diligence and not rely solely on the Confidential Information.

Nothing in this Agreement obligates the Disclosing Parties to enter into any transaction or to provide additional information. Access to Confidential Information may be revoked at any time.

The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Parties from all losses, damages, liabilities, claims, costs, and expenses (including attorneys’ fees) arising out of or relating to:

• any breach of this Agreement;
• any misuse or unauthorized disclosure of Confidential Information;
• any disclosure or reliance by unauthorized third parties; and
• any violation of law connected to the use of Confidential Information.

Unauthorized disclosure may cause irreparable harm. The Disclosing Parties are entitled to injunctive relief and all legal or equitable remedies.

This Agreement remains in effect for two (2) years following execution. The confidentiality obligations survive indefinitely until the information becomes publicly available through no fault of the Receiving Party.

This Agreement may be executed electronically through online submission, checkbox confirmation, or typed signature. Electronic signatures are valid and binding under ESIGN, UETA, and applicable law.

This Agreement is governed by the laws of the State of Maryland.

By signing below, the Receiving Party certifies that they have read, understood, and voluntarily agree to all terms of this NDA.