Confirm your details and sign electronically. WETYR counter-signs and you receive the executed copy plus next steps.
This mutual Non-Disclosure & Non-Circumvention Agreement protects both parties’ confidential information as WETYR sources off-market acquisition targets for you. It binds confidentiality on the identities and details of every introduced target, and includes non-circumvention: you will not bypass WETYR to transact with an introduced target, for a 24-month protected period. Signing executes the mutual NDA.
Sign online: proposal · engagement letter · mutual NDA. Signing below executes the Mutual NDA. PDF copy.
This Mutual Non-Disclosure & Non-Circumvention Agreement is between WETYR Corp and its principal Mark Gabrielli ("WETYR") and you, individually and on behalf of the entity you enter below and its affiliates ("Counterparty"). The parties wish to explore a relationship in which WETYR sources and confidentially introduces off-market acquisition opportunities that fit your buy box; to do so, WETYR may disclose the identities of, and information about, prospective targets and their owners (each an "Introduced Target").
"Confidential Information" means any non-public information disclosed by either party, in any form, that a reasonable person would understand to be confidential - expressly including the identity, contacts, financials, and ownership of any Introduced Target; WETYR’s sourcing methods, target lists, and pipeline; your acquisition criteria, capital structure, and strategy; and the existence and terms of this agreement and any resulting engagement or transaction. Each party will use the other’s Confidential Information only for the purpose above, hold it in strict confidence, disclose it only to representatives and advisers with a need to know who are bound by at least equally protective obligations, and protect it with no less than reasonable care. Standard exclusions apply (information that is or becomes public through no fault of the recipient, was already lawfully known, is lawfully received from a third party, or is independently developed); disclosure compelled by law is permitted with prompt notice where lawful.
Non-circumvention. For twenty-four (24) months after the later of termination or WETYR’s last introduction of a given Introduced Target (the "Protected Period"), Counterparty will not, directly or indirectly, circumvent or bypass WETYR to acquire, transact with, or deal with any Introduced Target in order to avoid fees owed to WETYR. If during the Protected Period Counterparty or an affiliate acquires, or agrees to acquire, any Introduced Target, WETYR’s fee for that transaction is fully earned and payable under the engagement letter (or the most recently agreed fee schedule), whether or not WETYR remained involved through closing. Counterparty will not disclose any Introduced Target’s identity to a competing buyer, broker, or intermediary, and will not use Confidential Information to solicit or do business with an Introduced Target’s owners or employees except in coordination with WETYR.
Term. This agreement applies to disclosures made for two (2) years from the effective date; confidentiality obligations survive three (3) years after disclosure, non-circumvention survives the full Protected Period, and trade-secret obligations survive as long as the information remains a trade secret.
Remedies & governing law. A breach of the confidentiality or non-circumvention obligations would cause irreparable harm, and the non-breaching party may seek injunctive relief in addition to all other remedies, without posting a bond. This agreement is governed by the laws of the State of Florida, with exclusive jurisdiction in the state and federal courts located in Florida; the prevailing party recovers its reasonable attorneys’ fees and costs. It may be signed in counterparts and by electronic signature.