HotelCompass Network NDA

Click-wrap acknowledged at sign-up · governs all confidential information disclosed through the platform

1. Purpose

This Network Non-Disclosure Agreement ("NDA") governs the use of confidential information disclosed by HotelCompass to any registered user of the HotelCompass platform ("you" or "User"), including but not limited to: institution names appearing in search results, capital deployment mandates, operator deployment mandates, ticket-size ranges, deal terms, contact details of capital sources or operators, and any sponsor project information shared during the matching process.

2. Confidential Information

"Confidential Information" includes, without limitation:

1. The identities, mandates, ticket sizes, geographic focus, instrument preferences, and contact details of any capital source, financier, hotel operator, advisor or other counterparty that appears in HotelCompass search results, match outputs, shortlists or introductions;
2. The specifics of any sponsor's project — including project name, location, financial details, deal structure preferences, and sponsor identity — disclosed through the HotelCompass platform;
3. HotelCompass's proprietary scoring methodology, match-making algorithms, and database compilation;
4. Any commercial terms, indicative offers, or transaction documents shared between counterparties through the HotelCompass platform.

3. User Obligations

The User agrees to:

1. Not redistribute, publish, or share any Confidential Information with any third party without HotelCompass's prior written consent;
2. Not contact any counterparty identified through the HotelCompass platform other than through the introduction channels established by HotelCompass under a signed Engagement Letter;
3. Not use Confidential Information to compete with HotelCompass, to construct competing databases, or to enable third parties to do so;
4. Use Confidential Information solely for the User's bona fide internal evaluation of potential transactions facilitated by HotelCompass;
5. Promptly notify HotelCompass of any inadvertent disclosure or breach of this NDA.

4. Permitted Disclosures

The User may disclose Confidential Information only to: (a) employees, advisors, or counsel who have a clear need-to-know and who are themselves bound by confidentiality obligations no less restrictive than this NDA; or (b) regulators, courts or other authorities to the extent required by applicable law (in which case the User shall give HotelCompass prompt prior notice where legally permissible).

5. Engagement Letter Requirement

Names of capital sources, operators, or other counterparties shall not be disclosed to a sponsor by HotelCompass except under a duly executed Engagement Letter setting out scope, exclusivity, tail period, and finder-fee terms. Any inadvertent disclosure of names by HotelCompass prior to such execution shall not waive the protections of this NDA, the Engagement Letter, or HotelCompass's right to its finder's fee.

6. Term & Survival

This NDA shall remain in force for the duration of the User's account being active, plus a tail period of three (3) years following account closure or termination. Provisions relating to confidentiality, non-circumvention, and remedies survive indefinitely with respect to information disclosed during the term.

7. Non-Circumvention

The User agrees that, for a period of twenty-four (24) months following exposure to any Confidential Information identifying a specific counterparty, the User shall not directly or indirectly: (a) contact that counterparty for any transaction substantially similar to the matters disclosed by HotelCompass; (b) accept or solicit capital, services, or partnerships from that counterparty other than through HotelCompass; or (c) introduce that counterparty to any third party for similar purposes.

8. Remedies

The User acknowledges that any breach of this NDA may cause HotelCompass irreparable harm for which monetary damages alone may be inadequate. HotelCompass shall be entitled to seek injunctive relief and specific performance, in addition to damages and any other remedy at law. Where breach involves circumvention of HotelCompass to transact with a counterparty disclosed under this NDA, the User shall be liable to HotelCompass for the finder's fee that would have been payable under HotelCompass's standard Engagement Letter for such transaction, plus reasonable legal costs.

9. Governing Law & Dispute Resolution

This NDA shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising under this NDA shall be referred to and finally resolved by arbitration administered by the Nairobi Centre for International Arbitration (NCIA), in accordance with its rules. The seat of arbitration shall be Nairobi, and the language shall be English.

10. Acknowledgement

By ticking the click-wrap acceptance at sign-up, the User confirms that they have read, understood and accepted the terms of this NDA, that they have authority to bind any entity they purport to represent, and that the click-wrap acceptance constitutes a legally binding signature with the same effect as a handwritten signature.

HotelCompass Network NDA template v1.0 · Generated by Chuchi Enterprise Ltd · Vipingo, Kilifi County, Kenya · For questions: caesar@hotelcompass.app