Non-Circumvention, Non-Disclosure & Confidentiality Agreement

Non-Circumvention, Non-Disclosure & Confidentiality Agreement (NCNDA)

This Non-Circumvention, Non-Disclosure and Confidentiality Agreement ("Agreement") is entered into as of the date of electronic signature below between:

1. Background

Granya Capital Advisory is a UK-based real estate capital markets advisory firm specialising in institutional transactions across the hotel, aparthotel, PBSA, BTR and PRS asset classes. In connection with the evaluation of a potential Transaction, Granya wishes to share Confidential Information with the Recipient on the terms set out in this Agreement.

2. Definitions

"Confidential Information" means any and all information disclosed by Granya to the Recipient relating to any transaction, property, portfolio, investor, mandate, pricing, financial model, term sheet, deal structure, off-market opportunity, investor identity, or any other commercially sensitive matter, whether or not marked as confidential.

"Transaction" means any acquisition, disposal, debt arrangement, joint venture, equity placement, mandate or other commercial arrangement relating to any real estate asset or portfolio.

"Permitted Purpose" means the evaluation, analysis and negotiation of a potential Transaction with Granya and for no other purpose.

3. Non-Disclosure Obligations

The Recipient agrees to: (i) keep all Confidential Information strictly confidential; (ii) use it solely for the Permitted Purpose; (iii) restrict access to those with a strict need to know; (iv) not use Confidential Information for any competitive purpose; (v) promptly notify Granya of any unauthorised disclosure; (vi) not copy or reproduce Confidential Information beyond what is strictly necessary; (vii) upon request, return or permanently destroy all Confidential Information.

4. Non-Circumvention Obligations

The Recipient irrevocably agrees that for 24 months from the date of this Agreement it shall not: (i) contact or transact with any Introducee introduced by Granya without Granya's written consent and involvement; (ii) use Confidential Information to exclude Granya from any Transaction; (iii) attempt through any third party to conclude a Transaction that deprives Granya of its agreed fee; (iv) disclose the identity of any Introducee without Granya's written consent.

5. Permitted Disclosures

The obligations in Clause 3 shall not apply to information that: (i) is or becomes publicly available other than through breach; (ii) was already known as evidenced by prior written records; (iii) is independently developed without reference to Confidential Information; (iv) is required by law or court order, provided Granya receives prompt prior written notice.

6. No Licence or Representation

Nothing in this Agreement grants any licence or right in any intellectual property belonging to Granya. No representation or warranty is given as to the accuracy or completeness of any Confidential Information.

7. Remedies

The Recipient acknowledges that any breach could cause Granya irreparable harm. Granya shall be entitled to seek injunctive or other equitable relief without the need to prove actual damages.

8. Term

This Agreement shall remain in full force for 5 (five) years from the date of electronic signature, or until the conclusion of the Transaction, whichever is the later. Obligations of confidentiality shall survive termination.

9. Governing Law & Jurisdiction

This Agreement is governed by the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. It may not be amended except in writing signed by both Parties.

11. Electronic Signature

An electronic signature, including clicking "I Agree and Sign" accompanied by entry of personal details, constitutes a valid and legally binding signature in accordance with the Electronic Communications Act 2000 and applicable UK law.