Non-Disclosure & Confidentiality Agreement

Non-Disclosure & Confidentiality Agreement (NDA)

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

Granya and the Recipient are each referred to herein as a "Party" and collectively as the "Parties".

1. Background

Granya Capital Advisory is a UK-based real estate capital markets advisory firm specialising in the origination, structuring and execution of institutional transactions across the hotel, aparthotel, purpose-built student accommodation (PBSA), build-to-rent (BTR) and private rented sector (PRS) asset classes. In connection with potential business introductions, deal referrals or collaborative mandates, the Parties wish to establish the terms upon which Confidential Information (as defined below) shall be shared and upon which the Parties agree not to circumvent one another.

2. Definitions

"Confidential Information" means any and all information disclosed by Granya to the Recipient, whether orally, in writing, electronically or by any other means, relating to any transaction, property, portfolio, investor, buyer, seller, mandate, strategy, pricing, financial model, term sheet, investor list, deal structure, negotiation position, off-market opportunity or any other commercially sensitive matter, whether or not marked as confidential at the time of disclosure.

"Introducee" means any person, entity, investor, buyer, seller, lender or counterparty introduced by one Party to the other, directly or indirectly, in connection with a Transaction.

"Transaction" means any acquisition, disposal, debt arrangement, joint venture, equity placement, mandate, or other commercial arrangement relating to any real estate asset or portfolio in connection with which a Party has been engaged or involved.

"Circumvention" means any direct or indirect contact, negotiation, dealing or transaction with any Introducee for the purpose of bypassing, excluding or otherwise avoiding the involvement or compensation of the other Party.

3. Non-Disclosure Obligations

The Recipient agrees to:

1. Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of Granya;
2. Use Confidential Information solely for the purpose of evaluating or progressing a potential Transaction with Granya;
3. Restrict access to Confidential Information to those of its directors, officers, employees, advisers and agents who have a strict need to know for the purpose of this Agreement and who are themselves bound by confidentiality obligations no less protective than those set out herein;
4. Promptly notify Granya upon becoming aware of any actual or suspected unauthorised disclosure or use of Confidential Information;
5. Not copy, reproduce or store Confidential Information beyond what is reasonably necessary for the evaluation of a Transaction.

4. Permitted Disclosures

The obligations in Clause 3 shall not apply to information that:

1. Is or becomes publicly available other than through a breach of this Agreement;
2. Was already known to the Recipient at the time of disclosure, as evidenced by written records predating such disclosure;
3. Is independently developed by the Recipient without reference to any Confidential Information;
4. Is required to be disclosed by applicable law, regulation, court order or regulatory authority, provided the Recipient gives Granya prompt prior written notice (where legally permissible) and cooperates with any request to seek a protective order or other relief.

5. Exceptions

The obligations in Clauses 3 and 4 shall not apply to information that:

1. Is or becomes publicly available other than through a breach of this Agreement;
2. Was already known to the Recipient at the time of disclosure, as evidenced by written records predating disclosure;
3. Is required to be disclosed by applicable law, regulation or court order, provided the Recipient gives Granya prompt written notice and cooperates with any request to seek a protective order.

6. Fees & Compensation

Where an Introducee introduced by Granya enters into a Transaction, the Parties agree that Granya's agreed advisory fee or commission (as separately documented in a Fee Agreement, Mandate Letter or Heads of Terms) shall be payable in full by the relevant party. Circumvention of Granya shall not extinguish this obligation and Granya reserves all rights to recover its fee and any consequential losses through legal proceedings.

7. Remedies

The Recipient acknowledges that any breach of this Agreement would cause Granya irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, Granya shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, including recovery of all fees lost as a result of any Circumvention.

8. Term

This Agreement shall come into effect on the date of electronic signature and shall remain in full force for a period of 3 (three) years from that date, or until the conclusion of the Transaction, whichever is the later. Notwithstanding termination, the obligations of confidentiality shall survive with respect to any Confidential Information that has not entered the public domain.

9. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations or agreements. This Agreement may not be amended except in writing signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Electronic Signature

The Parties agree that an electronic signature, including clicking an "I Agree and Sign" button accompanied by entry of personal details, constitutes a valid and legally binding signature for the purposes of this Agreement, in accordance with the Electronic Communications Act 2000 and applicable UK law.