MNDA

MUTUAL NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT
This Mutual Non-Disclosure and Non-Circumvention Agreement (the “Agreement”) is entered into as of [Insert Date] (the “Effective Date”) by and between:
SMI BSD IN LLC, a limited liability company organized under the laws of [Insert State], wholly owned by Avrohom Roberts, operating as PurchaseTaxCredits, with a contact email of [email protected] (“Broker”), and
[Counterparty Name], a [Insert Entity Type, e.g., corporation, LLC, individual] organized under the laws of [Insert State/Country], with a principal place of business at [Insert Address or “operating remotely”] (“Counterparty”).
Broker and Counterparty are collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS, Broker is a tax credit broker and intermediary that facilitates the identification, evaluation, and transfer of tax credits for corporate clients;
WHEREAS, the Parties intend to engage in discussions regarding potential business opportunities related to tax credit transactions (the “Purpose”);
WHEREAS, the Parties may exchange confidential information during these discussions and wish to protect such information from unauthorized use or disclosure;
WHEREAS, the Parties seek to prevent circumvention of their business relationship to ensure fair dealing in any resulting transactions;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree as follows:
1. Definition of Confidential Information
“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, electronically, or otherwise, that is marked or identified as confidential or that should reasonably be understood to be confidential given its nature or the circumstances of disclosure. Confidential Information includes, but is not limited to:
• Business plans, financial data, tax records, and client information related to tax credit transactions.
• Contact details, leads, or relationships with tax credit sellers, buyers, or government agencies.
• Pricing, terms, or strategies related to tax credit brokerage services.
• Any other proprietary information shared in connection with the Purpose.
Confidential Information does not include information that:
• Is or becomes publicly available through no fault of the Receiving Party.
• Was lawfully in the Receiving Party’s possession before disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• Is lawfully obtained from a third party without restriction on use or disclosure.
2. Obligations of Confidentiality
The Receiving Party agrees to:
• Use Confidential Information solely for the Purpose and not for any other purpose without prior written consent from the Disclosing Party.
• Protect Confidential Information with at least the same degree of care as it uses for its own confidential information, but no less than a reasonable standard of care.
• Disclose Confidential Information only to its employees, agents, or representatives who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
• Not reverse-engineer, decompile, or disassemble any Confidential Information.
3. Non-Circumvention
The Parties agree not to circumvent, bypass, or otherwise avoid the other Party’s role in any business opportunity introduced or facilitated through this Agreement. Specifically:
• Counterparty shall not directly or indirectly contact, negotiate with, or enter into agreements with any tax credit sellers, buyers, or other parties introduced by Broker without Broker’s involvement or written consent.
• Broker shall not directly or indirectly engage with Counterparty’s clients or contacts introduced under this Agreement to offer tax credit brokerage services without Counterparty’s written consent.
• Neither Party shall use Confidential Information to solicit, induce, or otherwise interfere with the other Party’s business relationships or opportunities related to the Purpose.
• This non-circumvention obligation shall remain in effect for two (2) years from the termination of this Agreement.
4. Term and Termination
This Agreement shall commence on the Effective Date and continue until terminated by either Party with thirty (30) days’ written notice to the other Party. The obligations of confidentiality and non-circumvention shall survive termination for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as such under applicable law.
5. Return or Destruction of Confidential Information
Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party’s Confidential Information, including any notes or derivatives thereof, and certify such destruction in writing if requested, except as required to comply with applicable law.
6. No Obligation to Proceed
This Agreement does not obligate either Party to enter into any further business relationship, transaction, or agreement. It solely governs the protection of Confidential Information and the prevention of circumvention during discussions related to the Purpose.
7. Remedies
The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, without the need to post a bond.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State, e.g., New York], without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the Parties agree to submit to binding arbitration in [Insert City, State], conducted under the rules of the American Arbitration Association. The prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.
9. Miscellaneous
• Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements or understandings, whether written or oral.
• Amendments: This Agreement may only be amended in writing signed by both Parties.
• Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of a Party’s assets.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Notices: All notices under this Agreement shall be in writing and sent to Broker at [email protected] and to Counterparty at [Insert Counterparty Email or Address].
10. Remote Operations
PurchaseTaxCredits operates remotely, with its team, including Avrohom Roberts and collaborator Jack Weinstein, using secure, cloud-based tools to manage communications and Confidential Information. All obligations under this Agreement apply regardless of the remote nature of operations.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SMI BSD IN LLC
By: ___________________________
Name: Avrohom Roberts
Title: Sole Owner
Email: [email protected]
[Counterparty Name]
By: ___________________________
Name: [Insert Name]
Title: [Insert Title]
Email: [Insert Email]