Confidentiality Agreement
Version: TAG-CA-v1.1
This Confidentiality Agreement (this "Agreement") is between Transition Auction Group, LLC, an Ohio limited liability company ("TAG"), acting as the auction marketing agent for the owner of the property described in Schedule A (the "Owner"), and the person or entity accepting this Agreement (the "Recipient").
1. Acceptance
1.1 The Recipient accepts this Agreement by typing their name and clicking "I Agree" on the page where this Agreement is shown. Acceptance takes effect at that moment and has the same effect as a signed agreement. The Recipient consents to accepting this Agreement and receiving records electronically.
1.2 If the person accepting does so on behalf of a company or other entity, or as a broker for a prospective buyer, that person represents that they have authority to bind that entity or client. This Agreement then binds both that entity or client and the person accepting.
1.3 TAG will keep a record of each acceptance, including the name typed, email address, phone number, company, stated role, date and time, and the version of this Agreement accepted. That record is evidence of the Recipient's acceptance.
2. Confidential Information
2.1 "Confidential Information" means all information about TAG, the real estate described on the attached Schedule A (the “Property”), the Owner, or the Owner's or TAG’s business that TAG or the Owner makes available to the Recipient, in any form and whether before or after acceptance. It includes, but is not limited to, financial statements, operating data, market reports, environmental or real estate inspections or reports relating to the Property, franchise and property improvement documents, comparable sales data, offering materials, and any notes, analyses or summaries the Recipient or its Representatives (as defined herein) prepare from them.
2.2 Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Recipient before TAG disclosed it; (c) the Recipient obtains from a source that, to the Recipient's knowledge, owes no duty of confidentiality to TAG or the Owner; or (d) the Recipient develops independently without using Confidential Information.
3. Use
The Recipient will use Confidential Information only to evaluate whether to bid on and buy the Property (the "Purpose"), and for no other purpose.
4. Non-disclosure
4.1 The Recipient will keep Confidential Information confidential and will not disclose it to anyone, except as otherwise may be permitted by the terms of this Agreement.
4.2 The Recipient may share Confidential Information with its lenders, prospective lenders, attorneys, accountants, financial advisors, and equity partners or investors who need it for the Purpose ("Representatives"). The Recipient will advise each Representative that the information is confidential and is responsible for any use or disclosure by a Representative that would breach this Agreement.
5. Non-Solicitation
Recipient acknowledges and agrees that Recipient shall not, for a period of two (2) years from the date of this Agreement, use Confidential Information to solicit for hire, employment, or business opportunities, directly or indirectly, any employee, client, or customer of TAG, Owner, and/or their respective affiliates and shall not use Confidential Information to hire or otherwise engage any such employee, client, or customer of TAG or the Owner. Notwithstanding the foregoing, Recipient shall be permitted to (a) hire Owner’s employees or former employees employed at the Property without Owner’s consent upon Recipient’s closing on the purchase of the Property, (b) hire any other of Owner’s employees or former employees with Owner’s consent, and (c) engage TAG as a broker for any other future prospective transactions.
6. No contact
The Recipient and its Representatives will not contact the Owner, or the Property's employees, managers, guests, tenants, franchisor or vendors, about the Property or the auction, and will not visit the Property except on a tour approved and scheduled by TAG. All questions, requests and communications about the Property shall be directed to TAG.
7. Non-circumvention
For twelve (12) months after entering into this Agreement, the Recipient will not, directly or indirectly, buy, offer to buy, or negotiate to buy the Property or any interest in the Owner, other than through the auction or TAG.
8. Third-party licensed data
Some Confidential Information shall be from third-party data providers under license terms that limit redistribution, including, but not limited to, hotel performance data and analytics from STR, a CoStar affiliated company. The Recipient will use that Confidential Information only for the Purpose, will not resell, publish or redistribute it, and will not share it beyond its Representatives.
9. Return or destruction
Upon TAG’s request or if the Recipient decides not to bid, the Recipient shall promptly return or destroy all Confidential Information and confirm that it has done so. The Recipient may keep copies that its routine electronic backups retain or that law or regulation requires it to keep. Those copies remain subject to this Agreement.
10. Legally required disclosure
If law, regulation or legal process requires the Recipient to disclose Confidential Information, the Recipient may disclose only what is required. Where the law permits, the Recipient will give TAG prompt notice first so that TAG or the Owner can seek protection.
11. No representation or warranty
11.1 Confidential Information is provided "as is." The financial statements are prepared by the Owner and are unaudited. Neither TAG nor the Owner makes any representation or warranty, express or implied, about the accuracy or completeness of any Confidential Information. Confidential Information is believed reliable but is not guaranteed.
11.2 The Recipient will rely only on its own investigation and on any representations made in a signed purchase agreement with the Owner. Neither TAG nor the Owner is liable to the Recipient for any use of Confidential Information.
12. No obligation
12.1 This Agreement does not obligate TAG or the Owner to provide any particular information, to keep providing access, or to sell the Property. TAG may withdraw access at any time.
12.2 This Agreement does not give the Recipient any right to bid, any exclusivity, or any right of first refusal. The auction is governed solely by TAG's published Terms and Conditions of Sale for the Property. If this Agreement conflicts with those Terms and Conditions about the auction or the sale, the Terms and Conditions control.
13. No brokerage relationship
Accepting this Agreement does not create any agency, brokerage or fiduciary relationship between TAG and the Recipient. Any cooperating broker compensation is governed only by TAG's published Terms and Conditions of Sale and any broker registration requirements in them.
14. Remedies
The Recipient agrees that a breach of this Agreement could cause irreparable harm to TAG and the Owner for which money damages would be inadequate. TAG and the Owner may seek injunctive relief, in addition to any other remedy, without posting a bond where the law allows. The Owner is an intended third-party beneficiary of this Agreement and may enforce it directly.
15. Term
This Agreement and its requirements shall continue and remain in effect for two (2) years after acceptance. Notwithstanding the foregoing, the covenants of Sections 3 and 4 of this Agreement shall survive the expiration or termination of this Agreement.
16. General
16.1 This Agreement is governed by the laws of the State of Ohio. Any dispute will be brought in the state or federal courts located in Franklin County, Ohio, and the Recipient consents to the jurisdiction of such courts.
16.2 This Agreement is the entire agreement between TAG and the Recipient about Confidential Information. It may be changed only in writing signed by TAG and the Recipient. The Recipient may not assign this Agreement or its rights and obligations pursuant to this Agreement. If a court finds any part of this Agreement unenforceable, the balance of the Agreement shall remain in effect, and the unenforceable part is limited to the extent necessary.
16.3 No failure or delay by TAG in enforcing any rights under this Agreement waives such rights.
Schedule A: Property
Property: The real property at 10753 Airport Hwy, Swanton, OH 43558, operated as the Baymont by Wyndham Toledo Airport.
Auction: Transition Auction Group auction 169814, Baymont Inn & Suites | Toledo Airport
Bidding: October 12, 2026 at 4:00 PM EDT to October 28, 2026 at 4:00 PM EDT