Confidentiality and Non-Circumvention Agreement
This Confidentiality and Non-Circumvention Agreement ("Agreement") is entered into as of
__________, by and between
Crezly Inc., a corporation organized and existing under the laws of the State of New York
("Crezly"), and
___________________________________, an individual or entity
("Recipient"). Crezly and Recipient may be referred to collectively as the "Parties" and individually as a
"Party."
RECITALS
WHEREAS, Crezly is engaged in the business of facilitating commercial real estate transactions and
possesses certain proprietary and non-public information related to properties listed on its platform
(www.crezly.com);
WHEREAS, Crezly holds real estate salesperson licenses issued by the State of New York and operates in
compliance with regulations established by the Real Estate Board of New York ("REBNY");
WHEREAS, Recipient has expressed interest in obtaining access to certain confidential and proprietary
information ("Confidential Information") for the purpose of evaluating potential transactions involving
commercial real estate properties;
WHEREAS, Crezly is willing to disclose such Confidential Information to the Recipient subject to the
terms and conditions of this Agreement; and
WHEREAS, the Recipient acknowledges the importance of maintaining the confidentiality and integrity of
the Confidential Information and agrees to abide by the restrictions and obligations set forth herein;
NOW, THEREFORE
In consideration of the mutual covenants and promises contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Definitions
1.1 "Confidential Information" shall mean all non-public, proprietary, or sensitive
information disclosed by Crezly to the Recipient, whether orally, in writing, electronically, or by
other means, including but not limited to property details, financial information, marketing materials,
seller identities, transaction terms, and any related analyses or reports.
1.2 "Transaction" shall mean any potential sale, purchase, lease, joint venture,
investment, or other business arrangement involving commercial real estate properties listed on Crezly’s
platform.
2. Purpose of Disclosure
2.1 The Recipient represents and warrants that any Confidential Information disclosed by
Crezly shall be used solely for the purpose of evaluating potential Transactions and for no other
purpose.
3. Obligations of Confidentiality
3.1 The Recipient agrees to:
- (a) Maintain the confidentiality of the Confidential Information and not disclose it to any third
party without the prior written consent of Crezly;
- (b) Use the same degree of care to protect the Confidential Information as the Recipient uses to
protect its own confidential information, but in no event less than a reasonable degree of care;
- (c) Limit access to the Confidential Information to those employees, agents, or advisors who have a
legitimate need to know for the purpose of evaluating a Transaction and ensure that such persons are
bound by confidentiality obligations no less restrictive than those set forth herein.
4. Exclusive Representation
4.1 The Recipient acknowledges and agrees that:
- (a) Crezly and its team ("Team Crezly") shall act as the sole and exclusive brokers for any
Transaction involving the properties described in the Confidential Information;
- (b) In the event the seller does not provide compensation to Crezly for brokerage services, the
Recipient shall be solely responsible for paying Crezly a commission ranging from one percent (1%)
to three percent (3%) of the Transaction value, as determined by Crezly based on the size and
margins of the deal.
5. Non-Circumvention
5.1 The Recipient covenants and agrees that it shall not, directly or indirectly:
- (a) Contact the property seller, the seller’s representatives, or any affiliated parties disclosed
in the Confidential Information without the prior written consent of Crezly;
- (b) Circumvent or attempt to circumvent Crezly’s role as broker in any manner for a period of
[timeframe, e.g., two (2) years] from the date of disclosure of the Confidential
Information.
6. Indemnification
6.1 The Recipient agrees to indemnify, defend, and hold harmless Crezly, its officers,
directors, employees, agents, and affiliates from and against any and all claims, damages, losses,
liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- (a) The unauthorized use or disclosure of Confidential Information by the Recipient;
- (b) Any breach of this Agreement by the Recipient.
7. Governing Law and Dispute Resolution
7.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its conflict of laws principles.
7.2 Any dispute arising out of or related to this Agreement shall be resolved through
binding arbitration conducted in New York, New York, in accordance with the rules of the American
Arbitration Association (AAA). The award rendered by the arbitrator(s) shall be final and binding on the
Parties and may be entered in any court of competent jurisdiction.
8. Term and Termination
8.1 This Agreement shall remain in effect for a period of [timeframe, e.g., two
(2) years] from the date of execution unless terminated earlier by mutual written agreement
of the Parties.
8.2 The Recipient’s obligations with respect to the Confidential Information shall
survive the termination of this Agreement.
9. Entire Agreement
9.1 This Agreement constitutes the entire agreement between the Parties with respect to
the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, and
communications, whether written or oral.
10. Amendments
10.1 No amendment, modification, or waiver of any provision of this Agreement shall be
effective unless made in writing and signed by both Parties.
11. Counterparts
11.1 This Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. Electronic signatures
shall be deemed valid and binding.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
Crezly Inc.
By: ___________________________
Name: [Authorized Representative]
Title: [Title]
Date: _________________________
Recipient
By ____________________________
Name:
_______________________
Title:
_______________________
Date:
__________
