NONDISCLOSURE AND NON-CIRCUMVENTION AGREEMENT

This Nondisclosure And Non-Circumvention Agreement ("Agreement") is entered as of the date of signing, by and between Aswin Suri Real Estate, a Florida corporation ("Disclosing Party") and ________________ and/or affiliated companies ("Receiving Party"). The Parties agree that the Disclosing Party has disclosed or may disclose Confidential Information to the Receiving Party specifically in consideration of a potential purchase or sale of real estate (the, "Transaction") and, in consideration thereof, the

Parties further agree as follows: 28 unit Ocean Front Hotel Daytona Beach FL

1. Purpose The Parties wish to explore a potential a potential Transaction (the "Purpose"). The ReceivingParty desires to receive Confidential Information from the Disclosing Party for such Purpose. In connection withthis disclosure, certain trade and business information obtained by the Disclosing Party may be provided to theReceiving Party.

2. "Confidential Information" means any information, names of potential buyers or sellers, technical data, orknow-how provided by the Disclosing Party, specifically for the Purpose, and including, but not limited to, research,products, formulae, software, services, development, inventions, derivations, processes, specifications, designs,drawings, diagrams, engineering, marketing, techniques, documentation, customer information, pricing information,procedures, data, concepts, financial, marketing, sales, manufacturing, operational, strategic planning, budgeting andother information disclosed by the Disclosing Party to the Receiving Party, as well as information and materialgenerated by the Receiving Party that contains, reflects or is derived from Confidential Information of DisclosingParty. Confidential Information does not include information, technical data or know-how which: (a) is in theReceiving Party's possession at the time of disclosure as shown by the Receiving Party's files and recordsimmediately prior to the time of disclosure; (b) before or after it has been disclosed to the Receiving Party, becomespart of the public knowledge or literature, not as a result of any action or inaction of the Receiving Party; or (c) isapproved for release by written authorization of the Disclosing Party.

3. Marking The Receiving Party agrees that information disclosed by the Disclosing Party need not bemarked confidential to be considered Confidential Information, but that any information specifically marked as"Confidential" or "Proprietary" will be treated as Confidential Information.

4. Use Limitations and Non-Circumvention The Receiving Party agrees not to use the ConfidentialInformation for its own use or for any purpose other than the Purpose. In addition, the Receiving Party will notinteract with any entity introduced to the Receiving Party by the Disclosing Party specifically with respect to thePurpose without written approval from the Disclosing Party.

5. Non-Disclosure Except as set forth in this Paragraph 5, the Receiving Party agrees not to disclose theConfidential Information to any third parties, except those third parties who have: (a) been identified in advance inwriting to the Disclosing Party at least ten (10) business days prior to any disclosure of Confidential Information toeach such third party; (b) need to know the Confidential Information expressly and solely in furtherance of thePurpose; and (c) signed a confidentiality agreement with the Receiving Party containing provisions similar to thisAgreement before any disclosure of Confidential Information is made by the Receiving Party to such third party.The Receiving Party agrees that it shall protect the confidentiality of, and take all necessary steps to preventdisclosure of, the Confidential Information to prevent it from falling into the public domain or the possession ofunauthorized persons. The Receiving Party agrees to advise the Disclosing Party promptly in writing of anymisappropriation or misuse of the Confidential Information by any person of which the Receiving Party maybecome aware. The Receiving Party may disclose Confidential Information of the Disclosing Party as required by abinding final Court Order provided that the Disclosing Party shall be given sufficient advance notice of any suchproceedings prior to any disclosure of Confidential Information in order to allow the Disclosing Party to seek aprotective order or equivalent.

6. Return of Materials Any materials or documents (in any format including without limitation hard copy,electronic or otherwise) provided by the Disclosing Party which are furnished to the Receiving Party, and all copiesthereof, will be owned by the Disclosing Party, and within a month of the earlier of (i) the Disclosing Party's request

Disclosing Party

Receiving Party

Aswin Suri Real Estate

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16. Reliance on Authority of Person Signing Agreement. In the event that a Party is not a natural person,neither Party will (a) be required to determine the authority of the individual signing this Agreement to make anycommitment or undertaking on behalf of such Entity or to determine any fact or circumstance bearing on theexistence of the authority of such individual; or (b) be required to see to the application or distribution of proceedspaid or credited to individuals signing this Agreement on behalf of such Entity.

17. Date of this Agreement. The date of this Agreement shall be the latest date on which all parties shall haveaccepted and executed this Agreement.

18. Counterparts and Facsimile Signatures: This agreement may be executed in any number of counterparts,each of whom shall be considered an original, and such counterparts shall together constitute one and the sameinstrument. Any signed copy transmitted by telephone facsimile machine or telecopier shall be treated in allrespects as an original document. The signature of any party thereon shall be considered for these purposes as anoriginal signature, and the document transmitted shall be considered to have the same binding legal effect as anoriginal signature on an original document. At the request of any party, any facsimile or telecopy document shall bere-executed by all parties in original form. No party to this agreement may raise the use of a facsimile machine ortelecopier or the fact that any signature was transmitted through the use of a facsimile or telecopier machine as adefense to the enforcement of this agreement.

By signing below, each Party acknowledges that it has read, understands, and agrees to the terms of this Agreement and has the authority to legally bind such Party to the terms and conditions ofthis Agreement.

RECEIVING PARTY

By:--------­

Name: Title: Email: Address:

Phone: Fax: Date:

Disclosing Party

Receiving Party

Aswln Suri Real Estate

DISCLOSING PARTY ::�m Suri Rea�

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Name: Aswin Suri Title: Realtor Email: Aswin@aswinsuri.com 402-8Seabreeze Blvd,Daytona Beach, FL 32118

866-491-6707Date:

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