Confidentiality and Non-Compete Agreement
NONDISCLOSURE AGREEMENT
This Enhanced Nondisclosure, Non-Circumvention, and Indemnification Agreement (the “Agreement”) is entered into on _______________, by and between Keller Williams Paint Creek a real estate brokerage (hereinafter “Discloser”), and _______________ (hereinafter “Recipient”).
- Purpose and Scope of Confidential Information
Exclusive Purpose: Discloser is a licensed commercial real estate brokerage engaged in the marketing and sale of commercial properties. The Confidential Information provided under this Agreement is shared exclusively for Recipient’s evaluation of potential investment opportunities and transactions, with no other rights granted to the Recipient.Acknowledgment of Business Impact: The Recipient acknowledges that Confidential Information includes sensitive, proprietary business data with significant commercial value, including but not limited to property financials, tenant and lease details, proprietary pricing analyses, proprietary sales strategies, market assessments, and other business-critical data that, if misused, could cause severe financial and reputational damage to the Discloser.
Purpose Limitation: Under no circumstances shall Confidential Information be used by the Recipient, directly or indirectly, for any purpose other than as expressly permitted by this Agreement.
- Comprehensive Definition of Confidential Information
Broad Definition: Confidential Information includes, without limitation, all data, analyses, client lists, business methods, intellectual property, proprietary sales techniques, financial statements, tenant information, lease details, investment summaries, market studies, property valuations, and any other information disclosed by Discloser in connection with its business or specific property transactions.
Form of Disclosure: Confidential Information includes all formats of data and information shared by Discloser, whether verbal, written, electronic, visual, or any other form.
Irrevocable Confidentiality Obligation: Recipient agrees that the confidentiality of the information disclosed herein is perpetual and shall not expire, regardless of any termination or completion of business discussions or transactions.
- Use and Non-Disclosure of Confidential Information
Strict Use Limitation: The Recipient agrees to use Confidential Information exclusively for evaluating a potential transaction with Discloser and shall not, under any circumstances, exploit or leverage such information for any other purpose, including for the benefit of any competitors, agents, or third parties.
Absolute Non-Disclosure Obligation: Recipient agrees not to disclose, reproduce, transmit, or share any Confidential Information with any other party, including its own affiliates, employees, contractors, or agents, unless each such party is specifically authorized in writing by the Discloser.
Unauthorized Access Prevention: The Recipient shall implement the highest industry-standard measures to protect Confidential Information from unauthorized access, loss, misuse, or exposure, including encryption, restricted access protocols, and employee training.
Reverse Engineering and Derivatives Prohibited: The Recipient shall not attempt to deconstruct, reverse engineer, or create derivative works from any Confidential Information provided by Discloser.
- Fraud Prevention and Verification of Authority
Identity and Authority Verification: Recipient warrants that it has the authority to execute this Agreement on its own behalf and, where applicable, on behalf of any organization it represents. Execution of this Agreement by any false or unauthorized identity constitutes fraud.
Fraud Liability Clause: Any fraudulent misrepresentation, including but not limited to the misuse of another individual’s name or identity, will result in liquidated damages of $500,000 per incident in addition to any other legal remedies available, including injunctive relief and criminal action.
- Non-Circumvention and Non-Contact Clauses
Direct and Indirect Circumvention Prohibition: Recipient agrees not to directly or indirectly circumvent Discloser, including refraining from contacting, soliciting, or engaging with any property owners, tenants, clients, or other associated entities introduced by the Discloser without express written permission.
Ban on Third-Party Intermediaries: Recipient shall not use any third-party intermediary or proxy to perform actions that are otherwise prohibited under this Agreement.
Financial Penalty for Circumvention: In the event of circumvention, Recipient agrees to pay a penalty fee equivalent to 15% of the total gross sale price of any property or transaction circumvented, in addition to compensatory damages and punitive penalties sought by Discloser.
- Third-Party Interference and Indirect Use of Confidential Information
Indirect Use Ban: The Recipient is strictly prohibited from sharing, disclosing, or enabling any third party to access Confidential Information in a manner that could allow such party to exploit or replicate any business opportunity disclosed by Discloser.
Prevention of Affiliate and Partner Access: Recipient agrees that neither it nor any affiliates, associates, or representatives will use Confidential Information to negotiate, facilitate, or enter into any transaction with a third party for purposes of benefiting from Discloser’s proprietary business strategy, property listings, client relationships, or marketing practices.
- Exclusive Ownership and Proprietary Rights
Retention of Ownership Rights: All Confidential Information is and shall remain the exclusive property of Discloser. Recipient acknowledges that this Agreement confers no rights, title, or interest in the Confidential Information.
Recognition of Proprietary Value: Recipient acknowledges that Confidential Information is integral to Discloser’s commercial real estate brokerage operations, including but not limited to sales strategy, client engagement, and investment evaluation, and that unauthorized use would cause irreparable harm to Discloser.
- Irrevocable Injunctive Relief
Entitlement to Injunctive Relief: Recipient agrees that any violation of this Agreement would cause immediate and irreparable harm to Discloser, entitling Discloser to injunctive relief (without posting a bond or security) to prevent further unauthorized use, dissemination, or exploitation of Confidential Information.
Irreversible Damages Acknowledgement: Recipient acknowledges that, due to the unique nature of Confidential Information in commercial real estate brokerage, monetary damages alone would be insufficient to remedy a breach of this Agreement.
- Indemnification and Extended Liability Clauses
Indemnification Scope: Recipient agrees to indemnify, defend, and hold harmless Discloser, its affiliates, agents, and representatives from any losses, claims, damages, or expenses arising directly or indirectly from:Any breach of this Agreement by Recipient or parties acting on Recipient’s behalf;
Unauthorized use, disclosure, or circumvention of Confidential Information;
Interference with Discloser’s client or contractual relationships.
Liability for Third-Party Actions: The Recipient’s liability extends to unauthorized actions performed by third parties or affiliates acting on Recipient’s behalf, whether explicitly authorized or not.
- Liquidated Damages and Financial Penalties
Pre-Agreed Liquidated Damages: Due to the proprietary nature of Confidential Information and potential for severe commercial harm, Recipient agrees to pay liquidated damages in the amount of $1,000,000 per breach of this Agreement. This amount reflects a reasonable pre-estimate of damages and does not limit Discloser’s right to pursue further compensatory damages.
Additional Fines for Repeat Breach: Any subsequent breach of this Agreement by the Recipient shall incur additional liquidated damages of $2,000,000 per incident, in addition to any injunctive relief or compensatory claims.
- Non-Solicitation of Business and Personnel
Non-Solicitation of Clients and Partners: Recipient agrees not to solicit, contact, or engage any of Discloser’s clients, partners, vendors, or business associates introduced through Confidential Information for a period of five (5) years following the termination or expiration of this Agreement.
Ban on Employee Solicitation: Recipient further agrees not to solicit, employ, or contract with any of Discloser’s employees, consultants, or agents for five (5) years following termination of this Agreement.
- Notification of Legal Disclosure Requirement
Prior Notification Obligation: Should Recipient be legally required to disclose any Confidential Information, they agree to immediately notify Discloser, allowing sufficient time for Discloser to seek protective orders or other legal remedies.
Limitation on Scope of Disclosure: If compelled to disclose, Recipient shall limit the scope of Confidential Information to the minimum required by law and continue to safeguard any remaining portions.
- Governing Law, Venue, and Jurisdiction
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.
Exclusive Venue and Jurisdiction: Recipient agrees that any disputes arising from this Agreement shall be filed exclusively in the courts of Macomb County, Michigan. Recipient consents to jurisdiction in Michigan and waives any objection to this venue.
- Legal Fees, Costs Recovery, and Advance Payment Requirement
Recovery of Legal Expenses: In any enforcement or dispute arising from this Agreement, Discloser shall be entitled to recover from the Recipient all reasonable legal fees, costs, and expenses.
Advance Payment on Costs: During litigation, Recipient agrees to advance all court fees and Discloser’s legal expenses on an ongoing basis, reimbursing Discloser monthly as fees arise.
- Entire Agreement and Modifications
Entire Understanding: This Agreement embodies the full understanding of the parties regarding Confidential Information, superseding all prior agreements, oral or written.
Written Modifications Only: No amendment to this Agreement shall be valid unless in writing and signed by both parties.
ACKNOWLEDGEMENT OF AGREEMENT
By checking the agreement box, Recipient confirms that they have read, understood, and agree to abide by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.