Non-Disclosure, Non-Circumvention and Fee Protection Agreement

1. Purpose

This agreement governs the exchange of confidential information between a party disclosing it and a party receiving it in connection with a potential acquisition of a digital business introduced through AURA CAPITAL.

2. Status of this document

This is a draft template. It does not yet name the parties to any specific agreement, does not specify a governing law or forum, and has not been reviewed by a lawyer. Checking a box on the buyer application records that you accepted the terms in this draft; it does not substitute for an executed agreement between identified parties.

3. Confidential information

Confidential information includes, without limitation:

• The identity, domain, trading name, and ownership of a seller and its business.
• Financial statements, revenue records, tax returns, and bank or merchant statements.
• Customer, supplier, and employee information.
• Operating metrics, traffic analytics, and unit economics.
• Diligence material, correspondence, and deal-room communications.
• The existence and terms of any negotiation.

Information is not confidential if it is already lawfully public, was lawfully known to the recipient before disclosure, or is independently developed without use of the confidential information.

4. Obligations of the recipient

• Use confidential information only to evaluate the potential acquisition.
• Protect it with at least reasonable care, and no less than the care used for its own confidential information.
• Disclose it only to advisers and team members who need it and who are bound by equivalent obligations.
• Do not contact the seller, its staff, customers, or suppliers outside the marketplace channel.
• Notify the disclosing party promptly if confidential information is compromised.
• Return or destroy confidential information on request, subject to any legal retention requirement.

5. Non-circumvention

The recipient must not, directly or indirectly, use confidential information to transact with a seller introduced through the marketplace in a way that avoids the brokerage commission that would otherwise be payable, whether during the term or for a defined period afterwards.

To be completed before use: the non-circumvention period (commonly 12–24 months), the geographic and subject-matter scope, and the consequence of breach. Non-circumvention clauses are enforceable in some jurisdictions and limited or unenforceable in others. A lawyer must assess this for the actual parties.

6. Fee protection

The commission scale is the Double Lehman marginal scale published on this site:

Where a transaction completes with a seller introduced through the marketplace, the commission described in the executed brokerage agreement is payable. The calculator is an estimator; the executed agreement governs.

To be completed before use: who pays the commission (seller, buyer, or both), the payment timing, what happens if a deal completes after a listing is withdrawn, and the mechanism for collecting an unpaid commission.

7. No warranty on disclosed information

The disclosing party does not warrant the accuracy of confidential information. The recipient must conduct its own due diligence. Figures described as self-reported are exactly that.

8. Term and survival

Confidentiality obligations should continue for a defined period after the discussions end. That period, and the treatment of information retained for legal or regulatory reasons, must be specified.

9. Remedies

The parties should acknowledge that breach may cause harm not adequately remedied by damages alone, and that injunctive relief may be appropriate. Whether that is enforceable depends on the jurisdiction.

To be completed before use: governing law, forum, dispute resolution, notices, assignment, entire agreement, and execution formalities.