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Non-Disclosure, Non-Circumvention & Exclusive Forum Agreement

This Agreement is entered into by and between Ace Client Portal / Keller Williams Realty and its affiliated agents (collectively, “Broker”) and the undersigned registrant (“Buyer”) as of the date of electronic acceptance below.

1. Definitions

“Confidential Information” means all deal information, property details, seller identities, asking prices, financial statements, rent rolls, operating data, cap rates, NOI figures, property addresses, photographs, offering memoranda, and any other information disclosed through this portal, by email, text, phone, or any other communication from Broker to Buyer. “Introduced Deal” means any property, transaction, seller, or investment opportunity first made known to Buyer by Broker through any channel, including but not limited to this portal, email, phone, text message, in-person meeting, or referral.

2. Non-Disclosure (NDA)

Buyer agrees that all Confidential Information is proprietary to Broker and shall not be disclosed, shared, forwarded, published, or otherwise communicated to any third party — including but not limited to other brokers, investors, partners, family members, business associates, lenders, attorneys, or any entity — without the prior written consent of Broker. This obligation applies regardless of whether the information was marked “confidential.”

3. Confidentiality & Use Restriction

Buyer shall use Confidential Information solely for the purpose of evaluating potential transactions through Broker. Buyer shall not use any Confidential Information to independently pursue, negotiate, or close any transaction, or to gain any competitive advantage. Unauthorized sharing, reproduction, screenshot capture, forwarding, or commercial use of any information obtained through this portal is strictly prohibited and may result in immediate termination of access and legal action.

4. Non-Circumvention & Commission Protection

Buyer agrees that Buyer shall not, directly or indirectly, circumvent, bypass, or attempt to bypass Broker in connection with any Introduced Deal. Specifically, Buyer shall not:

(a) Contact, solicit, or negotiate with any seller, property owner, landlord, or their representatives regarding any Introduced Deal without Broker’s prior written consent;
(b) Use a different broker, agent, intermediary, attorney, or representative to pursue any Introduced Deal;
(c) Assign, transfer, or otherwise convey their interest in any Introduced Deal to any third party, including but not limited to partners, LLCs, trusts, family members, or affiliated entities, for the purpose of avoiding Broker’s commission;
(d) Acquire any Introduced Deal through any entity in which Buyer has a direct or indirect ownership interest, management role, or beneficial interest without Broker’s involvement and full commission;
(e) Share deal information with any party who subsequently acquires or attempts to acquire the property.

If Buyer circumvents this Agreement and a transaction closes on any Introduced Deal — whether by Buyer directly or by any party to whom Buyer disclosed Confidential Information — Buyer shall be liable to Broker for the full commission that would have been earned (minimum 6% of the gross transaction price or $100,000, whichever is greater), plus all legal fees, court costs, and expenses incurred by Broker in enforcing this Agreement.

5. Liquidated Damages

The parties agree that Broker’s actual damages from a breach of this Agreement would be difficult to calculate. Accordingly, in the event of any breach, Buyer agrees to pay Broker liquidated damages equal to the greater of: (a) the full brokerage commission that would have been earned on the transaction (minimum 6% of gross sale price), or (b) $100,000. This liquidated damages provision is in addition to, and not in lieu of, any injunctive relief or other equitable remedies available to Broker.

6. Exclusive Forum & Jurisdiction

Any dispute arising from or relating to this Agreement, the portal, or any Introduced Deal shall be resolved exclusively in the state and federal courts located in the State of New Jersey. Buyer irrevocably consents to personal jurisdiction in said courts, waives any objection to venue, and waives any claim of inconvenient forum. The prevailing party in any legal action shall be entitled to recover all reasonable attorney’s fees, court costs, and expenses from the non-prevailing party.

7. Injunctive Relief

Buyer acknowledges that any breach of this Agreement may cause irreparable harm to Broker for which monetary damages would be inadequate. Accordingly, Broker shall be entitled to seek immediate injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

8. Term & Survival

This Agreement shall remain in full force and effect for five (5) years from the date of electronic acceptance. The obligations of confidentiality and non-circumvention shall survive the expiration or termination of this Agreement and shall apply to any Introduced Deal regardless of when the transaction closes. Termination of Buyer’s portal account does not relieve Buyer of any obligation under this Agreement.

9. Electronic Acceptance

By checking the “I have read and agree to the Terms & Conditions” box and creating an account, Buyer acknowledges that they have read, understood, and agree to be bound by all terms of this Agreement. Buyer agrees that this electronic acceptance constitutes a legally binding signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the New Jersey Uniform Electronic Transactions Act (UETA). The timestamp, name, email, and phone number recorded at the time of acceptance shall serve as evidence of this agreement.

10. Severability & Entire Agreement

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire understanding between the parties regarding confidentiality and non-circumvention and supersedes all prior agreements on the subject. No modification of this Agreement shall be valid unless in writing and signed by both parties.