Non Disclosure and Non Circumvention Agreement
v0.1 draft
Non Disclosure and Non Circumvention Agreement
1. Parties
This agreement is between BNB Portfolio ("we", "us") and the person signing below ("you"). If you sign for a company, you confirm you can bind it, and "you" includes that company and its owners, employees and agents.
2. Why this exists
We spend time and money finding rental units that are approved for short-term rental, negotiating with the buildings, and building relationships with landlords, owners and operators. To let you evaluate those opportunities, we show you details that are only valuable because they are private. This agreement protects that work.
3. What is confidential
Confidential Information means anything we or our partners disclose to you through BNB Units or otherwise that identifies an opportunity, including: building names, street addresses, unit numbers, floor plans tied to an address, landlord, owner, property manager and leasing contacts, short-term rental approvals and lease addendums, lease terms and concessions we negotiated, seller identities and the operating data of units offered for sale. It does not include information that is public through no fault of yours, that you already knew and can prove you knew, or that you receive from a third party with no duty of confidence.
4. What you agree to do
You will use Confidential Information only to evaluate and complete a transaction with us. You will not share it with anyone except your own attorney, accountant, lender or immigration counsel who needs it for that purpose and is bound to keep it confidential. You are responsible for anyone you share it with. You will not copy, scrape, export or republish listings.
5. Non circumvention
For 24 months from the date you sign, you will not, directly or through anyone else, contact, negotiate with, lease from, buy from or contract with any building, landlord, owner, property manager, seller or lead finder that we introduced or disclosed to you, for the unit we disclosed or for any other unit in that building, without going through us. This applies whether or not you complete a transaction with us. If you already had a written relationship with a party before we disclosed it, tell us in writing within 5 business days and that party is excluded.
6. If you break this
Our actual losses from circumvention are hard to measure. So if you breach the non circumvention section, you agree to pay us, as liquidated damages and not as a penalty, the fee that applied to that opportunity on BNB Units at the time of disclosure (for example the listed lead price, or the transfer fee on a furnished unit), for each unit involved. We may also ask a court to stop the breach. This does not limit our rights for breaches of confidentiality.
7. What we agree to do
We keep the information you give us (your identity, contact details, finances and plans) confidential and use it only to work with you. We do not sell your information. We will not share it with buildings or sellers beyond what is needed to submit you for a specific unit you choose.
8. Not an offer or advice
Nothing here obliges either side to do a deal. Listings, projections and data are provided for evaluation, are projections and not promises, and may change. We are not a law firm, real estate broker or investment adviser, and we do not provide legal, tax or immigration advice.
9. Term
Confidentiality lasts 24 months from the date you sign, or longer for anything that remains a trade secret. You may stop using BNB Units at any time; your obligations for information already disclosed continue.
10. Electronic signature
You agree that typing your full legal name and checking the consent box is your electronic signature and has the same effect as a handwritten signature. We record the date, time, IP address, browser and the exact version of this text you signed, and you can view your signed copy in your dashboard at any time.
11. General
This is the whole agreement on this subject. If a court finds a part unenforceable, the rest stays in effect and that part is enforced as far as allowed. Texas law governs, and courts in Collin County, Texas have jurisdiction. Either side waives a right only in writing.