CENTUM CAPITAL

Confidentiality & Non-Circumvention

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Non-Circumvention & Non-Disclosure Agreement

Principals · Version 1.0
  1. What this is.

    This agreement lets Centum Capital ("Centum," "we") share confidential opportunities with you so you can evaluate them. It applies to each opportunity we identify to you in writing, by address or description, on a one-page Opportunity Schedule (each, an "Opportunity"). You sign this agreement once. Each Opportunity is added by Schedule.

  2. What we are protecting.

    You may already know a property exists, or may have seen it before. This agreement does not protect the property itself or facts that are public. It protects what you learn from Centum about the Opportunity: that it is available through Centum, who controls it, how it is structured (for example, an assignment of a purchase contract, an off-market sale, or a limited partner equity raise), the price and terms, and any documents, financials, or data-room materials ("Confidential Information").

  3. If you already knew.

    If you were actively pursuing the same Opportunity before Centum told you about it, tell us in writing within 3 business days of receiving the Schedule and briefly describe how (for example, a signed letter of intent, a contract, or written communications with the owner). We will note it on the Schedule, and sections 4 and 5 will not apply to that Opportunity. Information that is public, that you already had, or that you develop on your own without using Confidential Information is not Confidential Information.

  4. Keep it confidential.

    Use Confidential Information only to evaluate, and if you choose to pursue, the Opportunity through Centum. Share it only with your employees, advisors, lenders, and capital partners who need it and who agree to keep it confidential. You are responsible for any breach by them. If the law requires disclosure, give Centum prompt notice where legally permitted.

  5. Work through Centum.

    For [24] months after the date of the Schedule, you will not, without Centum's written consent, contact the owner, seller, assignor, or lender about the Opportunity, or acquire, finance, or invest in the Opportunity other than through Centum.

  6. Fees.

    Centum is paid by the seller or sponsor. You owe Centum nothing under this agreement [unless you agree otherwise in writing].

  7. No promises.

    Centum makes no representation about any Opportunity, and this agreement does not obligate either side to a transaction. [Information about securities offerings, including LP equity, is shared only with persons who confirm they are accredited investors.]

  8. How long it lasts.

    Your confidentiality obligations last [2] years from the date of each Schedule. On request, you will delete or return Confidential Information, subject to legal and routine backup retention.

  9. Enforcement.

    Centum may seek an injunction in addition to any other remedy. This agreement is governed by the laws of [State], and disputes go to the courts of [County, State]. It is the entire agreement on this subject and can be changed only in writing.

  10. Electronic signature.

    By checking the box and typing your name on the signature form, you sign this agreement electronically. You agree this has the same effect as a handwritten signature under the federal E-SIGN Act and applicable state law.

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