• Non-Disclosure Agreement (NDA)

    and Referral Agreement
  • This Non-Disclosure Agreement ("Agreement") is made effective as of
  • ("Effective Date"), by and
  • between
  • of

  • Andre Robert Cobbs of ARC Real Estate LLC

  • of
  • ("Recipient").
  • The Disclosing Party has requested, and the Recipient has agreed, to protect any confidential material and information that the Disclosing Party may share. Therefore, the parties agree as follows:

  • I. Confidential Information.

  • The term "Confidential Information" refers to any and all confidential, proprietary, or non-public information exchanged between the Parties on or after the Effective Date, whether directly or indirectly. This includes, but is not limited to, trade secrets, information concerning or related to the business, including financial and accounting information, budgets, projections, forecasts, business plans, operating methods, business strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings, concepts, research and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of authorship, know-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, and supplier lists regardless of whether the Confidential Information is disclosed in writing, orally, or through other forms of communication or observation.
  • All Confidential Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party's Confidential Information (or with an equivalent legend) at the time of disclosure if disclosed in tangible form, or (b) identified as Confidential Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary is also deemed Proprietary Information.

  • II. Term.

  • The term of this Agreement will begin on the Effective Date and shall remain in effect until
  • from the Effective Date ("Termination Date"), unless terminated earlier as outlined in the Termination section below. Either party may alter the Termination Date by mutual written consent. During the term of this Agreement and after the Termination Date, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure.

  • III. Termination.

  • Either party may end this Agreement prior to the Termination Date, with or without cause, upon
  • days' written notice to the other party ("Early Termination"). Upon Early Termination, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure

  • IV. Protection of Confidential Information.

  • The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Disclosing Party by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Disclosing Party, which provides the Disclosing Party with a significant competitive advantage and needs to be protected from improper disclosure. In exchange for receiving the Confidential Information, the Recipient agrees as follows:
  • (a) No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Disclosing Party.
  • (b) No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Disclosing Party.
  • (c) Unauthorized Use. The Recipient shall promptly advise the Disclosing Party if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
  • (d) Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom the Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Disclosing Party.

  • V. Prohibition on Use with Artificial Intelligence and Machine Learning. Notwithstanding anything to the contrary in this Agreement, the Recipient shall not, and shall ensure that they do not, directly or indirectly:

  • (a) Input, upload, or otherwise make available this Agreement to any artificial intelligence (AI), machine learning (ML), or large language models (LLM), or other similar neural networks, algorithms, or systems, whether publicly available or proprietary; or
  • (b) Use this Agreement to train, fine-tune, develop, or improve any AI, LLM, ML model, or similar neural networks, algorithms, or systems.
  • (c) Ensure that any approved use of Al tools occurs only with systems that provide adequate safeguards, including: data isolation, no data retention or training on user inputs, encryption, and compliance with applicable data protection laws.
  • This prohibition applies regardless of whether the system or model is owned by the Recipient or a third party. It also applies regardless of the use, even if it is intended to be non-public or anonymized. This Agreement must be kept separate and segregated from all such AI tools and their underlying data sets.

  • VI. Exceptions to Confidential Information. Confidential Information, as it is used in this Agreement, does not include the following information: (i) Information that is publicly known due to disclosure by the Disclosing Party; (ii) information received by the Recipient from a third party who has no confidentiality obligation; (iii) information independently created by the Recipient; (iv) information disclosed by operation of law; and (v) any other information that both parties agree in writing is not confidential.

  • VII. Unauthorized Disclosure of Confidential Information - Injunction. The Recipient acknowledges and agrees that there can be no adequate remedy at law if any Confidential Information is disclosed or is at risk of being disclosed in breach of this Agreement. Upon any such breach, the Disclosing Party shall be entitled to temporary or permanent injunctive or mandatory relief. The Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

  • VIII. Remedies. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach.

  • IX. Alternative Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations among the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the following Alternative Dispute Resolution ("ADR") procedure.

  • If any controversies, claims, or disputes arising out of or relating to this Agreement cannot be resolved through negotiation, the parties agree to try in good faith to settle the dispute by mediation in accordance with any statutory rules of mediation.

  • X. Whistleblower Protection. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.

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  • XI Non-Circumvention. During the term of this Agreement, and for thereafter, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by the Disclosing Party to the Recipient for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.

  • XII. Return or Destruction of Confidential Information. Upon termination of this Agreement or upon written request from the Disclosing Party, the Recipient must return all Confidential Information and property belonging to the Disclosing Party. This includes, but is not limited to, records, notes, data, memoranda, models, and equipment of any kind that are in the Recipient's possession or control and pertain to the Disclosing Party's Confidential Information. All copies or extracts of the Confidential Information must be promptly and permanently deleted.

  • XIII. Relationship of Parties. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

  • XIV. No Warranty. No warranties are made by the Disclosing Party to the Recipient under this Agreement with respect to the Confidential Information, including warranties of merchantability, fitness for a particular purpose, or noninfringement. Any information exchanged under this Agreement is provided "AS IS." The Disclosing Party does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

  • XV. Limited License to Use. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Disclosing Party and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Disclosing Party, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

  • XVI. Indemnification. The Recipient agrees to indemnify and hold the Disclosing Party harmless from all claims, losses, expenses, fees, including attorney fees, costs, and judgments that may be asserted against the Disclosing Party that result from the acts or omissions of the Recipient and their employees, agents, or representatives.

  • XVII. Attorney's Fees. If a legal suit, action, or proceeding, including arbitration, is brought by any party to enforce or to interpret any provision of this Agreement, the prevailing party will be entitled to recover, in addition to any other damages awarded, all costs associated with conducting the suit, action, proceeding, or arbitration and reasonable attorneys' fees.

  • XVIII. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter contained herein. No other promises, warranties, representations, agreements, or understandings, whether oral or written, exist concerning this subject matter. This Agreement supersedes any previous or simultaneous oral or written promises, warranties, representations, agreements, or conditions between the parties.

  • XIX. Amendment. This Agreement may be modified, amended, or supplemented only if the changes are made in writing and signed by both parties.

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  • XX. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto
    and their respective permitted successors and assigns.
  • XXI. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable for any
    reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of
    this Agreement is invalid, illegal, or unenforceable, but that by limiting such provision, it will become valid, legal,
    and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  • XXII. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  • and delivered in the manner prescribed by law as of the date first written above.
  • Date
     - -
    2 digit month, 2 digit day, 4 digit year
  • Date
     - -
    2 digit month, 2 digit day, 4 digit year

  • The buyer is responsible for a 3% referral fee payable to Andre Robert Cobbs, NCREC #306940.

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