Seventeen La Quinta Properties

Seventeen La Quinta Properties

This Confidentiality Agreement (the “Agreement”) is being entered into as of the (enter below) day of (enter below), 2019, between (enter below), a (enter below) (“Recipient”) and CPLG Properties L.L.C., CPLG Acquisition Properties L.L.C., CPLG FL Properties L.L.C., CPLG TX Properties L.L.C. and CPLG Prime Mezz Properties L.L.C , all Delaware limited liability companies collectively (“CorePoint”) in connection with the acquisition of certain assets from CorePoint (the “Transaction”) and the provision of Confidential Information (as hereinafter defined) on the terms set forth herein in connection with the Transaction. For purposes of this Agreement, the term “Disclosing Party” shall refer to the party to this Agreement disclosing Confidential Information (as defined below) to the other party, and the term “Recipient” shall refer to the party to this Agreement receiving such Confidential Information from the Disclosing Party. Each party to this Agreement is relying upon the promises made herein by the counterparty as an inducement to provide the Confidential Information.

As used in this Agreement, “Confidential Information” means, collectively: (a) any information concerning the Disclosing Party or any of the subsidiaries, affiliates or other related entities of the Disclosing Party (including, but not limited to, customer and contact lists) that is furnished or disclosed to the Recipient or its Representatives (as hereafter defined) by, or on behalf of, the Disclosing Party, whether before or after the date of this Agreement, and whether in oral, written, electronic or other form (the “Materials”), (b) any notes, memoranda, summaries, analyses, compilations, studies, customer lists or other documents or records prepared by the Disclosing Party or its Representatives, or the Recipient or its Representatives, or on either such party’s behalf, that contain, reflect or are derived from information in the Materials (“Work Papers”), and (c) the fact that the Materials or Work Papers have been made available to the Recipient, that the Recipient has inspected any part of the Materials or Work Papers, that discussions or negotiations are or may be taking place concerning a possible transaction involving the Disclosing Party and the Recipient or any fact with respect to those discussions or negotiations, including the status thereof. The foregoing notwithstanding, the term “Confidential Information” does not include information that (i) was already known to the Recipient on a non-confidential basis (and from a source that was not known to Recipient as having a confidentiality obligation to the Disclosing Party), as evidenced by written records, at the time such information was received from the Disclosing Party; (ii) is independently developed by the Recipient without reference to, reliance upon or inclusion of any Confidential Information, as evidenced by written records; (iii) was or becomes available to the general public, other than as a result of a breach of a confidentiality, fiduciary or similar obligation by any person and through no wrongful act or breach of this Agreement on the part of the Recipient; or (iv) is obtained by the Recipient from a source other than the Disclosing Party or its agents, provided that Recipient can evidence by written records that such source is not prohibited from transmitting the information by a confidentiality, fiduciary or similar obligation.

By signing and returning this Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of CorePoint and Recipient agree as follows:

1. Confidential Information will be used by the Recipient and its Representatives solely for the purpose of evaluating and completing the Transaction.

2. Except as permitted in this Agreement or unless hereafter approved in writing by the Disclosing Party prior to the disclosure, the Recipient undertakes to maintain as fully confidential from third parties all the Disclosing Party’s Confidential Information, whether disclosed prior to, on or after the date hereof and not to disclose or divulge same, directly or indirectly. The Recipient and its Representatives shall not use any Confidential Information to trade in the stock of CorePoint Lodging Inc. in violation of insider trading laws.

3. The Recipient may disclose Confidential Information to officers, directors, employees, attorneys, accountants, consultants, bankers and financial advisors of the Recipient (collectively, “Representatives”) who, in the reasonable business judgment of the Recipient, need to know the Confidential Information for the purpose of evaluating the Transaction. The Recipient will inform its Representatives of its confidentiality obligations under this Agreement before disclosing any Confidential Information to its Representatives. The disclosure of any Confidential Information by any Representative of the Recipient in breach of this Agreement will constitute a breach of this Agreement by the Recipient, for which the Recipient will be liable.

4. If the Recipient or any of its Representatives is required by any governmental or regulatory authority, subpoena, interrogatories, request for production or other legal process or by any applicable law or regulation to disclose any Confidential Information, the Recipient will give the Disclosing Party immediate written notice of the requirement so that the Disclosing Party, at its expense, may seek an appropriate protective order and/or waive compliance with the terms of this Agreement, and Recipient (at no material cost to Recipient) shall assist and cooperate in any action that the Disclosing Party may wish to take with respect thereto. In the absence of a protective order, the Recipient and its Representatives may disclose only such portion of the Confidential Information that in the written opinion of outside counsel the Recipient is legally compelled to disclose, and the Recipient will use reasonable efforts to avoid and/or minimize the extent of such disclosure, including without limitation using its best efforts to ensure that such information is treated as confidential by the party requiring its disclosure and/or receiving such information, as the case may be. Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party’s Confidential Information as required by law to the Recipient’s and the Recipient’s affiliates’ federal and state governmental regulators, federal and state governmental examiners, federal and state governmental auditors and their respective representatives without notice or restriction; except that the Recipient will use reasonable efforts to promptly notify the Disclosing Party of any such disclosure, unless prohibited by law from doing so.

5. In order to secure the confidentiality of the Confidential Information, the Recipient shall: (a) safeguard the Confidential Information of the Disclosing Party with at least the same degree of care as Recipient uses for its own confidential information, which shall in any case be no less than reasonable care; (b) limit access to the Confidential Information to the Recipient and its Representatives to whom disclosure is reasonably necessary for the purposes of evaluating and completing the Transaction; provided that each such Representative who may have access to the Confidential Information must sign a confidentiality agreement with provisions at least as strict as those herein that requires such Representative to maintain the Confidential Information as confidential; (c) not remove any proprietary, copyright or other legend from any form of the Confidential Information; and (d) not copy or reproduce, in whole or in part, any Confidential Information without written authorization of Disclosing Party, except as is reasonably required to evaluate and complete the Transaction.

6. Recipient shall (a) notify the Disclosing Party in writing of any breach or suspected breach of the obligations herein immediately upon becoming aware of any such breach, (b) be liable for any breach of such obligations by its Representatives and (c) take all commercially reasonable steps, at its own expense, required to prevent or stop any such breach or suspected breach.

7. Without the prior written consent of Ellison Riley, (a) neither Recipient nor any of its Representatives will initiate or cause to be initiated (other than through Ellison Riley) any communication with any employee or officer of CorePoint or its affiliates concerning the Confidential Information.

8. Neither the Disclosing Party nor the Recipient has any obligation, express or implied, to enter into or consummate any transaction involving the Disclosing Party or its securities or assets unless and until a definitive agreement to such effect is executed in the future, separate from this Agreement. The Disclosing Party or the Recipient may at any time, each in its unrestricted discretion, reject any or all proposals or terminate discussions and negotiations concerning any transaction involving the Disclosing Party or its securities or assets.

9. Whenever requested by the Disclosing Party in writing, the Recipient will promptly return all of the Materials in tangible form or any copies thereof to the Disclosing Party, cause all Work Papers to be destroyed (whether in the possession of the Recipient or its Representatives), expunge all Materials and Work Papers from any computer or electric storage facility or any other device containing Confidential Information, and provide written certification to the Disclosing Party that all Materials and Work Papers have been returned or destroyed in compliance with this Agreement. Notwithstanding the termination of discussions or negotiations or the return and/or destruction of the Materials and the Work Papers, the Recipient will continue to be bound by its obligations under this Agreement.

10. The Disclosing Party shall at all times retain sole and exclusive title to, ownership of, all rights in and control over the use of all the Confidential Information. The Recipient acknowledges that it shall not have any right or license with respect to the Confidential Information, other than as granted by, and within the express limitations imposed by the terms of, this Agreement.

11. It is understood by the Recipient that the Disclosing Party does not make any representation or warranty about the accuracy or completeness of any of the Materials. The Materials are provided ‘as is’ with no express or implied warranties whatsoever, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. The Recipient agrees that neither the Disclosing Party nor any of its Representatives shall have any liability whatsoever for direct, indirect, or consequential damages as a result of any errors or omissions in the Materials or otherwise resulting from the use of, or reliance on, any of the Materials or any past or future written or oral statement about the Disclosing Party, its securities or assets, or the Transaction or any other proposed transaction, whether made by the Disclosing Party or any of its Representatives except as may be set forth in a future definitive agreement, if any, entered into with the Recipient to effectuate the Transaction or any other transaction involving the Disclosing Party or its securities or assets.

12. The Recipient shall not assign its rights and undertakings hereunder without the Disclosing Party’s prior written approval. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Any subsidiary, affiliate or other related entity of the Disclosing Party providing Confidential Information shall be an intended beneficiary of this Agreement and entitled to enforce the performance and obligations of Recipient under this Agreement.

13. The Recipient stipulates that the breach of this Agreement by the Recipient or its Representatives will cause irreparable harm to the Disclosing Party for which damages may not constitute an adequate remedy. Accordingly, the Recipient agrees that any attempted, threatened or actual breach of this Agreement by the Recipient or its Representatives shall entitle the Disclosing Party to seek equitable relief, including injunctive relief and specific performance by an appropriate court order or judgment. The Disclosing Party shall not be required, and Recipient hereby waives any requirement, to post any bond or deposit any security as a condition to such court order or judgment in connection with any of the above equitable relief.Injunctive relief will not be the sole or exclusive remedy of the Disclosing Party for a breach of this Agreement, but shall be in addition to all other remedies available at law or at equity to the Disclosing Party. If the Disclosing Party is the prevailing party in any litigation relating to the breach of this Agreement by the Recipient or its Representatives, the Disclosing Party will be entitled to recover (in addition to any damages or other relief granted) its legal fees and other expenses in connection with such litigation.

14. If any condition, term or covenant of this Agreement shall at any time be held to be void, invalid or unenforceable, such condition, covenant or term shall be construed as severable and such holding shall attach only to such condition, covenant or term and shall not in any way affect or render void, invalid or unenforceable any other condition, covenant or term of this Agreement, and this Agreement shall be carried out as if such void, invalid or unenforceable term were not embodied herein.

15. This Agreement embodies the entire agreement between the parties relative to the protection of the Confidential Information and supersedes all prior or contemporaneous oral or written agreements or understandings about the Confidential Information. There are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein.

16. Any notice which either party desires or is required to give to the other party hereunder shall be in writing, and shall be sent by certified mail, return receipt requested, by hand delivery (against a signed receipt), by reputable overnight delivery service (such as Federal Express) which can certify actual delivery, or by electronic mail or facsimile, in each case at the addresses set forth below:

To CorePoint:
CorePoint Lodging L.L.C.
909 Hidden Ridge, Suite 600
Irving, TX 75038
Attention: Ellison Riley
Telephone: 214.501-5765
Email: [email protected]

To Recipient:
______________________________ ______________________________ Attention:
Telephone: ____________________ Facsimile: _____________________ Email: ________________________

Either party may change its address for purposes hereof by giving notice to the other party in accordance with this paragraph. Any notice given by certified mail, as aforesaid, shall be deemed given on the third (3rd) day after such notice is deposited with the United States Postal Service. Any notice given by hand, as aforesaid, shall be deemed given when received (against a signed receipt). Any notice given by overnight delivery service, as aforesaid, shall be deemed given on the first business day following the date when such notice is deposited with such delivery service. Any notice given by electronic mail or facsimile shall be deemed given upon receipt or upon verifiable confirmation of delivery.

17. This Agreement shall terminate two (2) years from the date hereof. The Recipient acknowledges and agrees that its obligations under this Agreement with regard to any trade secrets shall remain in effect for as long as such information remains a trade secret under applicable law. The entry by the parties into a definitive written agreement with respect to the Transaction shall not terminate this Agreement.

18. No failure or delay by the Disclosing Party in the exercise of any of its rights, powers, or privileges under this Agreement shall operate as a waiver thereof.

19. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written agreement executed by both Recipient and CorePoint. Furthermore, a waiver or amendment by the Disclosing Party or the Recipient shall only be effective if (a) it is in writing and signed by the Disclosing Party and/or the Recipient, as the case may be, (b) it specifically refers to this Agreement and (c) it specifically states that the Disclosing Party and/or the Recipient, as the case may be, is waiving or amending its rights hereunder. Any such amendment, modification or waiver shall be effective only in the specific instance and for the purpose for which it was given.

20. Recipient confirms that it is acting in this matter as principal, and not as agent or broker for any other person.

21. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, USA, without giving effect to any conflict or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the federal and state courts in Dallas County, Texas (collectively, the “Courts”) for any action, suit or proceeding arising out of or related hereto. Each of the parties agrees not to commence any legal proceeding related hereto except in such Courts. Each of the parties irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding in any such Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Courts that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably waives any right it may have to a trial by jury in any such action, suit or proceeding. Each of the parties agrees that the prevailing party in any action or proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable fees and expenses in connection therewith, including legal fees.

22. This Agreement may be executed by exchange of signature pages, by facsimile or by portable document format (.PDF) signatures, and in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument.