Mutual Non-Disclosure Agreement

This is the standard NDA template used on TitanListing. When you sign an NDA through our platform, your full legal name, IP address, and timestamp are recorded as your electronic signature under the federal ESIGN Act and applicable state Uniform Electronic Transactions Acts (UETA).

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into by and between [Buyer Full Name] (“Receiving Party”) and [Seller / Business Name] (“Disclosing Party,” and together with Receiving Party, the “Parties”) as of the date the Receiving Party electronically signs below (the “Effective Date”).

1. Purpose

The Parties wish to explore a potential business transaction involving the Receiving Party's possible acquisition of, investment in, or financing of the business owned or operated by the Disclosing Party (the “Purpose”). In connection with the Purpose, the Disclosing Party may share confidential information with the Receiving Party for due-diligence purposes only.

2. Confidential Information

“Confidential Information” means all non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether oral, written, electronic, or in any other form, including without limitation:

• Financial statements, tax returns, profit-and-loss statements, and revenue figures;
• Customer lists, supplier lists, vendor agreements, and pricing information;
• Operational procedures, trade secrets, business plans, and strategies;
• Employee information, compensation arrangements, and organizational structure;
• Lease agreements, real estate, equipment lists, and inventory data;
• The fact that the Disclosing Party is exploring a sale of the business and the existence and contents of any discussions between the Parties.

3. Confidentiality Obligations

The Receiving Party shall:

• Hold all Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care;
• Use Confidential Information solely for the Purpose and for no other purpose;
• Not disclose Confidential Information to any third party except to Representatives (as defined below) who have a need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those in this Agreement;
• Not contact, directly or indirectly, any of the Disclosing Party's employees, customers, suppliers, landlords, or lenders regarding the business or the potential transaction without the Disclosing Party's prior written consent;
• Not use Confidential Information to compete with the Disclosing Party, replicate the Disclosing Party's business, or gain competitive advantage.

“Representatives” means the Receiving Party's directors, officers, employees, attorneys, accountants, financial advisors, and prospective lenders engaged in evaluating the Purpose. The Receiving Party is responsible for any breach of this Agreement by its Representatives.

4. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records:

• Was generally available to the public at the time of disclosure or subsequently became generally available through no fault of the Receiving Party;
• Was already known to the Receiving Party prior to disclosure by the Disclosing Party, free of any obligation of confidentiality;
• Was independently developed by the Receiving Party without reference to or use of the Confidential Information;
• Was rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

If the Receiving Party is compelled by law, subpoena, or court order to disclose Confidential Information, it shall (to the extent legally permitted) give the Disclosing Party prompt written notice so the Disclosing Party may seek a protective order, and shall disclose only the portion of Confidential Information legally required to be disclosed.

5. No License; No Representation

All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or other right in or to the Confidential Information, except the limited right to use it solely for the Purpose. The Disclosing Party makes no representations or warranties as to the accuracy or completeness of the Confidential Information, except as may be set forth in a definitive transaction agreement subsequently executed by the Parties.

6. Term

This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The Receiving Party's confidentiality obligations with respect to any Confidential Information that constitutes a trade secret under applicable law shall continue for so long as such information remains a trade secret.

7. Return or Destruction

Upon written request of the Disclosing Party, or upon termination of discussions regarding the Purpose, the Receiving Party shall promptly return or destroy (and certify the destruction of) all Confidential Information in its possession or control, including all copies, summaries, and derivative materials, except that Receiving Party may retain one archival copy solely for the purpose of complying with legal, regulatory, or internal recordkeeping requirements.

8. Remedies

The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the requirement of posting a bond.

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon (or, if the Disclosing Party's business is located in Washington, Idaho, or Montana, the laws of that state), without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county where the Disclosing Party's business is principally located, and waive any objection to such venue.

10. Electronic Signature

The Parties agree that this Agreement may be signed electronically and that electronic signatures shall have the same legal effect as handwritten signatures under the federal Electronic Signatures in Global and National Commerce Act (ESIGN Act), 15 U.S.C. §§ 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in Oregon (ORS Ch. 84), Washington (RCW Ch. 1.80), Idaho (Idaho Code Tit. 28, Ch. 50), and Montana (Mont. Code Ann. Tit. 30, Ch. 18). By typing the Receiving Party's full legal name in the signature field on the TitanListing platform and clicking “I Agree,” the Receiving Party intends to be legally bound by this Agreement to the same extent as if it had been signed by hand. The Receiving Party's signature, IP address, and timestamp are recorded by the platform and stored as part of the executed record.

11. Miscellaneous

This Agreement constitutes the entire understanding of the Parties with respect to the subject matter and supersedes all prior or contemporaneous communications. No modification or waiver of any provision shall be effective unless in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument.

12. Platform Disclaimer

TitanListing LLC (an Oregon limited liability company) is not a party to this Agreement. TitanListing operates as a neutral marketplace and provides the platform on which this Agreement is executed and stored. TitanListing makes no representations or warranties regarding the enforceability of this Agreement, the conduct of either Party, or the suitability of any business for any prospective buyer.