Broker Confidentiality/Commission Agreement

Huber Heights  – Nationwide Hospitality Investment Brokerage and Consulting  (“Property”)

 

This CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to between Huber Heights Investment

Property Group (“Huber Heights”), acting as exclusive agent on behalf of the owner ("Owner") in connection with

the possible sale of the Property and _____________________________________, (“Broker"), authorized to act on

behalf of _____________________________________, (“Principal").

Broker represents that above Principal is interested in a possible investment in the Property and has the

experience and financial capabilities to purchase this property. Therefore, you have requested that Huber Heights

furnish Principal and Broker information concerning the Property. This information may include, without

limitation, the offering memorandum prepared by Huber Heights, various papers, documents, legal instruments,

studies, brochures, computer output, and other materials, and any discussions or Property visitations which are

conducted with or by Principal and Broker concerning the Property (all of the aforementioned information

collectively referred to as "Evaluation Material"). In this connection, we are prepared to consider the furnishing

of the Evaluation Material to Principal and Broker only on the condition that Principal and Broker agree to treat

the Evaluation Material confidentially as hereinafter provided. Therefore, as a prerequisite to Huber Heights furnishing

this Evaluation Material to Principal and Broker, you hereby agree as follows:

1. All Evaluation Material furnished to Principal and Broker by Huber Heightsor Owner will not be used or

duplicated by Principal or Broker in any way detrimental to Huber Heights or Owner, or for any purpose other

than evaluating a possible investment in the Property by Principal. Therefore, Principal and Broker agree

to keep all Evaluation Material (other than information which is a matter of public record or is provided in

other sources readily available to the public other than as a result of disclosure by Principal or Broker)

strictly confidential; provided, however, that the Evaluation Material may be disclosed to directors,

officers, and employees of Principal as well as Broker, and to outside counsel and Principals' accounting

firm (all of whom are collectively referred to as "Related Parties") who, in Principal's judgment, need to

know such information for the purpose of evaluating a possible investment in the Property. These Related

Parties shall be informed by Principal of the confidential nature of such information and shall be directed

by Principal to keep all such information in the strictest confidence and to use such information only for

the purpose of evaluating a possible investment by Principal. Principal shall keep a record as to the exact

location of all Evaluation Materials and all copies thereof. Principal and Broker will promptly, upon the

request of  Huber Heights or Owner, deliver to Huber Heights all Evaluation Material furnished to them by Huber Heights or

Owner, whether furnished before or after the date of this letter, without retaining copies thereof.

2. Principal and Broker agree not to make any of the Evaluation Material available or disclose any of the

contents of the Evaluation Material, or the fact that discussions or negotiations are taking place concerning

a possible investment proposal in the Property by Principal, or any of the terms, covenants, conditions, or

other facts with respect to any such investment proposal, including the status thereof, to any person other

than as permitted by the preceding paragraph unless: (i) such person has been identified to Huber Heights and

Owner; (ii) Huber Heights and Owner have approved in writing the disclosure of the Evaluation Material to such

person; and (iii) such person has entered into a confidentiality agreement with Huber Heights and Owner, the

provisions of which agreement shall be substantially the same as the provisions of this Agreement. The

term "person" as used in this Agreement shall be interpreted broadly to include, without limitation, any

corporation, partnership, association, and individual. Principal and Broker will direct Related Parties to

whom Evaluation Material is made available not to make similar disclosures and any such disclosure shall

be deemed made by, and be the responsibility of Principal.

Property Name: Huber Heights Page 2 of 3 Principal & Broker Initials: ___________

3. Although we have endeavored to include in the Evaluation Material information known to us that we

believe to be relevant for the purpose of your investigation, Principal understands and acknowledges that

neither Huber Heights nor Owner makes any representation or warranty as to the accuracy or completeness of

the Evaluation Material. The financial information and projections contained in the Evaluation Material

represent estimates based on assumptions considered reasonable under the circumstances although

Huber Heights has not independently verified them. Huber Heights and Owner make no representations or warranties,

expressed or implied, that actual results will conform to such projections. Owner and Huber Heights expressly

disclaim any and all liability for representations or warranties, expressed or implied, contained in this

Evaluation Material, or omissions from this Evaluation Material, or in any other written or oral

communications transmitted or made available to Principal and Broker. Principal and Broker agree that

neither Huber Heights  nor Owner nor any affiliate of Huber Heights or Owner shall have any liability to Principal and

Broker or any of its representatives or Related Parties resulting from its use of or reliance upon the

Evaluation Material.

4. Owner and Huber Heights expressly reserve the right, at their sole discretion, to reject any and all expressions of

interest or offers to invest in the Property from Principal, Broker or any other person or entity, and/or to

terminate discussions with Principal, Broker or any other person or entity at any time with or without

notice. Owner shall have no legal commitment or obligation to Principal, Broker, or any other person or

entity reviewing the Evaluation Material or making an offer to invest in the Property unless and until such

investment in the Property is approved on whatever terms deemed desirable by Owner by the necessary

officers and/or Financial Committee of the Board of Directors of Owner, a written agreement for the

investment in the Property has been fully executed, delivered and approved by Owner and its legal

counsel, any conditions to Owner's obligations hereunder have been satisfied or waived, and any

conditions to Principal's obligations thereunder have been fully satisfied in the opinion of Owner.

5. Principal has been advised that Huber Heights is acting on behalf of Owner as exclusive broker in connection

with the investment in the Property. Owner shall pay all brokerage commissions, finder's fees and other

compensation to which any broker, finder or other person may be entitled in connection with the

investment in the Property, (including but not limited to Broker) if such claim or claims for commissions,

fees or other compensation are based in whole or in part on dealings with Principal or any of its

representatives. Principal agrees to indemnify, defend, protect and hold harmless Huber Heights, Owner, their

respective affiliates, successors and assigns, employees, officers, directors, agents and representatives

against and from any loss, liability or expense, claim or damage, including reasonable attorneys' fees,

arising out of any claim or claims by any broker, finder or similar agent (including but not limited to

Broker) for commissions, fees or other compensation for bringing about any investment in the Property to

Principal if such claim or claims are based in whole or in part on dealings with Principal or any of its

representatives. The fee to the Broker shall be 1%.

6. No failure or delay by Huber Heights or Owner in exercising any right, power or privilege hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise thereof or failure to exercise preclude

any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

7. Broker is a duly licensed real estate broker in the state of ____________.

If you are in agreement with the foregoing, both Principal and Broker must execute and return a copy of this

letter to Huber Heights  Investment Property Group via  e-mail at Info@coca-coma.com1. We will consider forwarding the Evaluation

Material to you as soon as we (i) receive the fully executed Confidentiality Agreement, (ii) satisfy ourselves in our

sole judgment that the Principal has the experience and financial capability to consummate the contemplated

investment transaction (including, if we deem necessary, personal interviews, bank reference investigations, and

other appropriate financial disclosure), and (iii) agree to recognize Broker, in our sole discretion, as Principal's

sole representative for these purposes only, said Principal being not ordinarily accessible in the ordinary conduct

of business by Huber Heights .

Signatures on the next page.

Property Name: Huber Heights  Page 3 of 3 Principal & Broker Initials: ___________

ACCEPTED AND AGREED TO:

PRINCIPAL (Company): _________________________________

By (please print): _________________________________

Signature: _________________________________

Title: _________________________________

Address: _________________________________

_________________________________

Phone: _________________________________

Fax: _________________________________

Email: _________________________________

Date: _________________________________

BROKER (Company): _________________________________

By (please print): _________________________________

Signature: _________________________________

Title: _________________________________

Address: _________________________________

_________________________________

Phone: _________________________________

Fax: _________________________________

Email: _________________________________

Date: _________________________________