Confidentiality, Non-Disclosure and Non-Circumvention Agreement

THIS AGREEMENT (the "Agreement") is made effective as of the date of electronic execution by and between CONCALPRO GROUP CORP, a Florida Corporation (the "Disclosing Party"), and the undersigned potential investor (the "Recipient").

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information regarding the development, acquisition, and/or construction of a hospitality project known as "Tru by Hilton Tampa" (the "Project"); and

WHEREAS, the Recipient desires to review such information for the sole purpose of evaluating a potential investment in the Project.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION.
"Confidential Information" shall mean all non-public data related to the Project, including but not limited to: financial models, STR reports, franchise agreements (Hilton), architectural plans, land surveys, vendor contracts, and the identity of property owners or partners.

2. NON-DISCLOSURE OBLIGATIONS.
The Recipient agrees to hold all Confidential Information in strict confidence. The Recipient shall not disclose, copy, reproduce, or distribute any Confidential Information to any third party (except to their direct legal or financial advisors who are also bound by confidentiality) without the prior written consent of the Disclosing Party.

3. NON-CIRCUMVENTION (CRITICAL).
The Recipient agrees that for a period of twenty-four (24) months, they will not, directly or indirectly, contact, deal with, transact, or otherwise circumvent the Disclosing Party regarding the Project, the Property Owners, or the Franchise Licensors introduced by the Disclosing Party. Any attempt to bypass the Disclosing Party to avoid payment of fees or commissions shall be considered a material breach of this Agreement.

4. NO REPRESENTATION OR WARRANTY.
While the Disclosing Party endeavors to provide accurate information, no representation or warranty, express or implied, is made as to the accuracy or completeness of the Confidential Information. The Recipient is responsible for their own due diligence.

5. REMEDIES.
The Recipient acknowledges that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages may not be sufficient. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

6. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any disputes shall be in the courts of Hillsborough County or Miami-Dade County, Florida.

7. ELECTRONIC SIGNATURE BINDING.
The Recipient acknowledges that by digitally signing and submitting this form, they are entering into a legally binding contract under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

* Please scroll through the text above before signing.