Effective as of registration date.
NDABOX.COM NON-CIRCUMVENTION, NON-DISCLOSURE, AND NON-DISPARAGEMENT AGREEMENT (NCNDA), TERMS OF SERVICE, CODE OF CONDUCT, AND PENALTY FRAMEWORK
Last Updated: June 12, 2025
Governing Law: Florida, USA
This Agreement (“Agreement”) is entered into by and between NDAbox.com (“Platform” or “Disclosing Party”), the inviting licensed real estate broker and/or agent (“Inviting Broker/Agent”), the registering party (“Recipient” or “User”), and any principal (an owner or direct representative of a listing), collectively “the Parties.”
If the Inviting Broker/Agent cannot be located, is no longer active, or cannot be determined, the default Broker shall be Pineywoods Realty LLC, and the default Agent and Consultant shall be Kevin Flanagan. In non-brokered transactions, NDAbox.com (Consulting Firm) and Kevin Flanagan (Consultant) will act as the default parties for administration, oversight, and commission purposes.
Access to NDAbox.com is by invitation only and strictly voluntary. By registering, you agree that your participation is at your own discretion and subject to acceptance and ongoing compliance with all rules and standards of this private community.
You waive any claim to public access or continued participation and acknowledge that NDAbox.com may limit, revoke, or deny access at any time, for any reason, at its sole discretion to preserve the security, confidentiality, and integrity of the platform.
The Recipient wishes to access confidential listings and deal opportunities—including, but not limited to, Commercial Real Estate (CRE), Business Acquisition, and Capital Raise opportunities—solely for the purpose of evaluating and/or participating in potential transactions directly with licensed brokers, agents, or principals.
This Agreement governs the use and protection of such confidential information and ensures rightful compensation of brokers, agents, and principals facilitating introductions and transactions. NDAbox.com itself does not facilitate, negotiate, or represent parties in any transaction; it only provides the private communications platform.
Confidential Information: All non-public data, documents, and communications shared on NDAbox.com, including financials, property and business details, deal terms, and correspondence.
Brokered Relationship: Any interaction, introduction, or opportunity facilitated by a licensed broker/agent or principal (not by NDAbox.com as a party).
Affiliate Commission Structure: Compensation or fees paid only to the Inviting Broker/Agent or principal, or to the default Broker/Agent if applicable, for introductions, referrals, or completed transactions as set by platform policy.
The Recipient agrees to:
Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent from the Disclosing Party, Inviting Broker/Agent, or principal.
Use Confidential Information exclusively for evaluation and participation in the listed opportunities, not for any other purpose, including personal gain or competitive advantage.
Protect Confidential Information with at least the same degree of care as their own confidential material.
Not reproduce, copy, share, or disseminate Confidential Information except as required for evaluation, and only to authorized representatives bound by equal or greater confidentiality.
Notify NDAbox.com, the Inviting Broker/Agent, or principal immediately of any unauthorized use or disclosure.
Recipient shall not, directly or indirectly, circumvent or attempt to circumvent any Inviting Broker/Agent, principal, or intermediary disclosed through the platform to avoid payment of commissions, fees, or compensation due for any transaction, introduction, or relationship initiated through the platform, for a period of five (5) years from registration.
All deals, introductions, and relationships arising from NDAbox.com must recognize the Inviting Broker/Agent’s or principal’s role and compensate them as agreed. NDAbox.com does not claim or receive any commission for facilitating deals.
The Recipient acknowledges:
All introductions, deals, or relationships initiated via NDAbox.com, whether brokered or not, are subject to the Affiliate Commission Structure set by the platform and administered by the Inviting Broker/Agent or principal, or the default Broker/Agent if applicable.
In brokered deals, the Inviting Broker/Agent is entitled to commission as defined by industry standards, local law, and platform policy.
If the Inviting Broker/Agent is unavailable or inactive, rights and compensation default to Pineywoods Realty LLC and Kevin Flanagan, or to NDAbox.com and Kevin Flanagan solely for administrative purposes in non-brokered transactions.
Attempting to reclassify brokered relationships as non-brokered to avoid commission is a violation of this Agreement.
This Agreement is enforceable in all circumstances where the Inviting Broker/Agent, principal, or default broker/agent has facilitated or introduced the opportunity.
In all transactions initiated or introduced by brokers, agents, or principals through NDAbox.com where the seller, principal, or listing party does not offer or pay any commission or referral fee to the Inviting Broker/Agent or Listing Broker, the buyer (or buyer’s representative) agrees and acknowledges that a buyer-side commission or fee will be required as a condition of access to confidential information, showings, or continued participation in any transaction.
The specific commission rate or fee is not predetermined and will be negotiated in good faith between the buyer (or buyer’s representative) and the Inviting Broker/Agent and/or Listing Broker or principal. The negotiated commission or fee must be documented in writing before any offer may be submitted or transaction closed.
No user may use NDAbox.com to avoid, contest, or delay the payment of a buyer-side commission when the seller is not paying one. Refusal to negotiate or pay the required buyer-side commission is grounds for immediate suspension or removal from the platform and forfeiture of all access to the related transaction.
This provision is enforceable as a material term of this Agreement and subject to all non-circumvention, confidentiality, indemnification, and enforcement provisions herein.
Confidential Information does not include information that:
Is or becomes public without breach of this Agreement.
Was lawfully in the Recipient’s possession prior to disclosure.
Is independently developed by the Recipient without reference to Confidential Information.
Is required to be disclosed by law (with prompt notice and cooperation to limit such disclosure).
Sellers and principals may require proof of funds or financial capacity from buyers before granting access to confidential listings, files, or negotiations. Buyers’ financial documents are also confidential and protected under this Agreement.
Sellers may restrict access to listings only to users who have provided satisfactory proof of funds. Both parties’ financials are protected by mutual NDA to provide a safe, discretionary environment for serious professionals.
Even if a business or property is well-known, its intention to sell, raise capital, or seek investment through NDAbox.com is confidential. Sharing, discussing, or publicizing the sale status or involvement of any entity listed on NDAbox.com to third parties—including employees, customers, competitors, or the public—is expressly forbidden.
Any user who disrupts operations, causes reputational harm, or negatively impacts a business or entity through breach of confidentiality or inappropriate conduct will be held accountable to the highest letter of the law, in the jurisdiction of the principal’s business. Any disruptive conduct is grounds for expulsion and legal action.
a. Tier 2 Funding Requirements: For opportunities involving Tier 2 funding (including, but not limited to, Regulation A+, Reg D 506(c), or similar), Recipient acknowledges that all marketing material, financial statements, projections, offering memoranda, business plans, and other documentation are provided solely by the principals or their authorized representatives.
b. Platform, Broker, and Consultant Role: NDAbox.com, its brokers, agents, and consultants act solely as introductory parties, facilitating introductions and communication. They do not create, endorse, warrant, or verify any marketing or financial materials provided by the principals.
c. No Representation or Negotiation: NDAbox.com, its brokers, agents, and consultants do not:
Negotiate, structure, or close transactions on behalf of any party;
Provide legal, tax, or investment advice;
Represent either buyer/investor or seller/principal in any fiduciary capacity.
d. Recipient’s Responsibility: It is solely the Recipient’s (and their advisors’) responsibility to perform independent due diligence, verify information, and seek professional counsel before any investment or commitment.
e. No Reliance: Recipient expressly acknowledges that neither NDAbox.com nor its brokers, agents, or consultants shall be liable for any loss, claim, or damage arising from reliance on information provided by principals or their agents.
The Recipient (“User”) agrees to indemnify, defend, and hold harmless NDAbox.com, its owners, affiliates, brokers, consultants, agents, employees, successors, and assigns from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorney fees), judgments, fines, penalties, or demands arising out of or relating to:
Any content, listing, message, or information submitted, posted, or transmitted by the User;
Any breach by the User of this Agreement or the law;
Any claim or dispute arising from User-submitted opportunities, listings, communications, or transactions initiated through NDAbox.com.
This indemnification obligation survives termination.
a. Private, Closed Community: NDAbox.com operates as a private, invitation-only platform. All access is restricted to users who have executed this NCNDA and have been invited by a licensed broker, principal, or platform administrator. No content, listing, or opportunity is publicly available or advertised.
b. No Brokerage Activity: NDAbox.com does not act as a real estate or business brokerage, intermediary, or agent, and does not represent buyers, sellers, or investors. All facilitation, negotiation, and closing is done by the licensed brokers, agents, or principals. Commissions or referral fees are strictly for introductions, not brokerage activity by NDAbox.com.
c. Not a Public Listing Platform: Unlike MLS, LoopNet, or BizBuySell, NDAbox.com does not publicly display or advertise deals, properties, or business information. All listings and communications are only available to closed, registered, NCNDA-bound members. The platform is solely a private communications and opportunity exchange.
d. Legal Explanation: Because NDAbox.com does not advertise or make information available to the public, nor act as an intermediary, it is not subject to the legal or regulatory requirements of a brokerage or public listing service. All participants are independently responsible for compliance with applicable law.
This Agreement remains in force for five (5) years from registration, or until all obligations regarding any opportunity accessed are fully satisfied, whichever is later. Confidentiality, non-circumvention, and indemnification obligations survive termination.
This Agreement is governed by the laws of the State of Florida, USA. Disputes shall be resolved exclusively in the courts of Hillsborough County, Florida, or, at the harmed principal’s election, in the jurisdiction where their business is located. The prevailing party is entitled to recover legal costs.
The Parties acknowledge that breach (including unauthorized disclosure or circumvention) would cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party, Inviting Broker/Agent, principal, or their assignees shall be entitled to injunctive relief and/or specific performance, in addition to other remedies, without posting bond.
This Agreement, together with referenced platform policies, is the entire agreement regarding confidentiality, non-circumvention, and commissions. Modifications must be in writing and signed (or re-accepted) by all relevant parties.
By registering on NDAbox.com, Recipient expressly acknowledges and agrees to be bound by this Agreement, understands this is a voluntary, private community with unique rules, and waives public marketplace rights. By checking the box at registration, you are electronically signing and agreeing to this Agreement. You will receive a digital copy upon registration. If you do not agree, do not use NDAbox.com. You are encouraged to seek legal advice if you have any questions. Info@ndabox.com
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