THIS AGREEMENT is made as of [Date], 2026, by and between:
DISCLOSING PARTY: Gonen Corp, a [State of Incorporation] corporation, with its principal place of business at [Address] (hereinafter “The Company”).
RECIPIENT: [Name of Individual or Entity], with a principal address at [Address] (hereinafter “The Recipient”).
1. Definition of Confidential Information
”Confidential Information” shall include all non-public, proprietary, or business-sensitive information disclosed by Gonen Corp to the Recipient, including but not limited to:
- Financial Data: Pro-formas, revenue forecasts, investor lists, and debt structures related to the $5 million Reg CF raise.
- Property Information: Specific addresses of target acquisitions, architectural plans, appraisal reports, and renovation budgets.
- Business Strategy: Marketing plans, internal “Next Best Action” (NBA) frameworks, and proprietary software or underwriting algorithms.
2. Purpose of Disclosure
The Recipient is receiving this information solely for the purpose of evaluating a potential investment or business partnership with Gonen Corp (the “Authorized Purpose”).
3. Obligations of Recipient
The Recipient agrees to:
- Maintain Secrecy: Hold all Confidential Information in strict confidence and take reasonable precautions to prevent unauthorized disclosure.
- Restrict Access: Share information only with employees or legal/financial advisors who “need to know” for the Authorized Purpose and who are bound by similar confidentiality duties.
- No Commercial Use: Not use the Confidential Information to compete with Gonen Corp or to solicit Gonen Corp’s current investors or property leads.
4. Exclusions
Confidential Information does not include information that:
- Is or becomes public knowledge through no fault of the Recipient.
- Was already in the Recipient’s possession prior to disclosure by Gonen Corp.
- Is independently developed by the Recipient without use of the Company’s data.
5. Term and Termination
This Agreement shall remain in effect for a period of [e.g., 2 or 3] years from the date of disclosure. Upon written request from Gonen Corp, the Recipient must return or destroy all physical and digital copies of the Confidential Information within ten (10) business days.
6. Remedies
The Recipient acknowledges that a breach of this Agreement could cause irreparable harm to Gonen Corp for which monetary damages may be insufficient. Therefore, Gonen Corp shall be entitled to seek injunctive relief to prevent further breach, in addition to any other legal remedies.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State, e.g., Michigan or Delaware].
SIGNATURES
For Gonen Corp: ___________________________
(Signature) Name: [Name of Officer]
Title: [Title]
For Recipient: ___________________________
(Signature) Name: [Name of Recipient]
Date: ______________________
Adding a Non-Circumvention clause is a vital “protective shield” for Gonen Corp. While the NDA prevents people from sharing your secrets, the Non-Circumvention clause prevents them from using your secrets to steal the deal (e.g., an investor seeing your $5M property analysis and then calling the seller to buy it themselves, cutting you out).
Below is the standard legal language to add to your agreement. You should insert this as Section 8 (following the Governing Law section in the previous draft).
8. Non-Circumvention
A. Prohibition on Direct Contact: The Recipient agrees that they will not, under any circumstances, contact, initiate communication with, or negotiate directly with any property owners, sellers, lenders, or brokers introduced by Gonen Corp without the express, prior written consent of the Company.
B. Protection of Relationships: The Recipient acknowledges that the identity of property sellers and specific acquisition targets provided by the Company are the proprietary “work product” of Gonen Corp. For a period of two (2) years following the date of this Agreement, the Recipient shall not:
- Bypass, avoid, or “circumvent” the Company to enter into any transaction related to the Confidential Information.
- Partner with any third party to acquire properties introduced by Gonen Corp with the intent of excluding the Company from the deal or its associated fees/profits.
C. Commissions and Fees: In the event the Recipient breaches this section and completes a transaction that circumvents Gonen Corp, the Recipient shall be liable to the Company for a “Circumvention Fee” equal to [e.g., 5% to 10%] of the total transaction value, or the amount Gonen Corp would have reasonably earned from the project, whichever is greater.
Why this is critical for Gonen Corp:
- Protects Your “Hustle”: If you spent months finding a distressed apartment building for your $5M raise, this stops an investor from using your due diligence to buy it behind your back.
- Enforces the “Sponsor” Role: It ensures that you, as the developer (Gonen Corp), remain the essential middleman and manager of the project.
- Financial Penalty: By including a specific fee (Part C), you make it legally expensive for someone to “cut you out.”
Next Step: Would you like me to create a “Term Sheet” for Gonen Corp that outlines the actual payout percentages (preferred returns vs. equity splits) for your investors?