Become an Investors
NON-DISCLOSURE, NON-CIRCUMVENTION & LIMITED NON-COMPETE AGREEMENT
This Non-Disclosure, Non-Circumvention, and Limited Non-Compete Agreement (“Agreement”) is entered into as of
(“Effective Date”), by and between:
Disclosing Party: Modern Day Real Estate Holdings and any authorized individuals or agencies working with or for Modern Day Real Estate Holdings
And
Receiving Party (Investor):
Collectively referred to as the “Parties.”
1. PURPOSE
The Disclosing Party intends to present a proprietary business opportunity, investment structure, and/or project (the “Project”) to the Receiving Party for the purpose of evaluating a potential investment or strategic relationship.
2. CONFIDENTIAL INFORMATION
“Confidential Information” includes, without limitation:
- Business plans, financial models, projections, and investor materials
- Capital structure, funding strategy, and deal terms
- Identity of partners, lenders, investors, and service providers
- Operational methods, pricing, and proprietary processes
- Any non-public information disclosed verbally, in writing, or electronically
Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement
- Was already known prior to disclosure
- Is independently developed without use of Confidential Information
3. NON-DISCLOSURE
The Receiving Party agrees to:
- Keep all Confidential Information strictly confidential
- Not disclose such information to any third party without prior written consent
- Only share with advisors (legal, financial) on a strict need-to-know basis, who
- are bound by similar confidentiality obligations
- Use the information solely for evaluating the Project
4. NON-CIRCUMVENTION
The Receiving Party agrees that for a period of 24 months from the Effective Date, they shall not:
- Circumvent, bypass, or attempt to bypass the Disclosing Party
- Directly or indirectly engage with, solicit, transact with, or enter into agreements with:
- Investors
- Lenders
- Partners
- Vendors
- Clients introduced or identified through the Disclosing Party without the express written consent of the Disclosing Party.
Any transaction resulting from such introduction shall entitle the Disclosing Party to full economic benefit, including fees, equity, or compensation that would have been earned.
5. LIMITED NON-COMPETE
For a period of 24 months, the Receiving Party agrees not to:
- Replicate, reverse-engineer, or directly compete using the Confidential Information
- Develop or pursue a substantially similar project derived from the disclosed materials
This clause applies only to opportunities that are substantially similar and derived from confidential Information, not to general industry activity.
6. NO OBLIGATION
Nothing in this Agreement obligates either Party to:
- Proceed with any transaction
- Provide funding or enter into a partnership
All discussions are exploratory unless formal agreements are executed.
7. NO TRANSFER OF RIGHTS
All confidential information remains the sole property of the Disclosing Party. No license or ownership rights are granted.
8. RETURN OR DESTRUCTION OF INFORMATION
Upon request, the Receiving Party agrees to:
- Return or destroy all Confidential Information
- Confirm such destruction in writing
9. REMEDIES
The Receiving Party acknowledges that breach of this Agreement may cause irreparable harm. The Disclosing Party is entitled to:
- Injunctive relief
- Monetary damages
- Recovery of lost profits and/or fees
- Legal costs and attorney fees
10. TERM
Confidentiality obligations: 3 years from Effective Date
Non-circumvention: 24 months
Non-compete: 24 months
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions.
13. EXECUTION
This Agreement may be executed electronically and in counterparts.
Non-Binding Expression of Interest
This Non-Binding Expression of Interest (this “EOI”) is non-binding and does not constitute or create any commitment, obligation, understanding, agreement, or legally binding arrangement of any kind or nature whatsoever.
1.
Proposed Offering. The undersigned prospective investor (the “Prospective Investor”) acknowledges that MDRE-NE LLC, a Delaware limited liability company (the “Company”), is considering an offering of its Preferred Units to accredited investors1 only (the “Offering”); and advises the Company that the Prospective Investor is interested in considering an investment in the Company.
2.
No Commitment by Prospective Investor. The Prospective Investor acknowledges and agrees that this EOI does not create, and shall not be construed as creating, any commitment, duty, or obligation on the part of the Prospective Investor to:
2.1
invest in, purchase, subscribe for, or acquire any securities or equity interests, including any Preferred Units, of the Company;
2.2
enter into any agreement or arrangement relating to the proposed Offering;
2.3
provide financing or capital to the Company;
2.4
negotiate or execute any definitive documentation in connection with the proposed Offering; or
2.5
proceed with any transaction contemplated by this EOI or any related materials.
3.
No Commitment by Company or Placement Agent. The Prospective Investor further acknowledges and agrees that this EOI does not create, and shall not be construed as creating, any commitment, duty, or obligation on the part of the Company, any placement agent, broker-dealer, or other representative of the Company (collectively, the “Company Parties”) to:
3.1
offer, issue, allocate, sell, reserve, or otherwise make available to the Prospective Investor any securities or equity interests, including any Preferred Units;
3.2
accept any subscription, investment, or capital contribution from the Prospective Investor;
Generally, an “accredited investor” means one whose individual net worth, or joint net worth with that person’s spouse or spouse equivalent, excluding the value of the primary residence of such natural person, at the time of their purchase exceeds US $1,000,000; or who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse or spouse equivalent in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. In addition, accredited investor status may be conferred upon a person who meets certain professional qualifications. Any prospective investor who does NOT meet the definition of an “accredited investor” cannot participate in the proposed offering. Please direct any questions in this regard to the Company’s counsel.
3.3
enter into any agreement or arrangement with the Prospective Investor relating to the proposed Offering;
3.4
provide the Prospective Investor with access to additional information, materials, or documentation related to the proposed Offering or otherwise;
3.5
negotiate or execute any definitive documentation with the Prospective Investor related to the proposed Offering or otherwise; or
3.6
proceed with the proposed Offering or any transaction contemplated by this EOI.
4.
Definitive Documentation Controls. Any offer, sale, issuance, purchase, subscription, investment, or other transaction involving the Preferred Units or any other securities of the Company may occur only pursuant to, and in accordance with the terms and conditions set forth in, definitive offering and subscription documentation, including (without limitation):
4.1
a private placement memorandum, offering memorandum, or other offering document prepared and delivered by the Company;
4.2
a subscription agreement or other purchase agreement;
4.3
a limited liability company agreement or other governing document of the Company; and
4.4
such other agreements, certificates, and instruments as the Company may require (collectively, the “Definitive Documents”).
The Prospective Investor acknowledges that the Definitive Documents, once executed and accepted by all parties as required, shall constitute the sole and exclusive agreement between the parties with respect to the subject matter thereof and shall supersede and replace all prior discussions, negotiations, understandings, expressions of interest (including this EOI), term sheets, and agreements, whether written or oral.
5.
Company Discretion. The Prospective Investor acknowledges and agrees that the Company and the Company Parties reserve the absolute and sole discretion, at any time and from time to time, without prior notice to the Prospective Investor and without liability of any kind, to: Definitive Documentation Controls. Any offer, sale, issuance, purchase, subscription, investment, or other transaction involving the Preferred Units or any other securities of the Company may occur only pursuant to, and in accordance with the terms and conditions set forth in, definitive offering and subscription documentation, including (without limitation):
5.1
modify, amend, supplement, revise, or change the structure, terms, conditions, size, timing, or any other aspect of the proposed Offering;
5.2
withdraw, cancel, suspend, postpone, or abandon the proposed Offering in its entirety;
5.3
reject, decline, or refuse to accept any expression of interest, indication of interest, or subscription from any prospective investor, including the Prospective Investor, for any reason or no reason;
5.4
allocate Preferred Units or other securities in such amounts and to such persons as the Company determines in its sole discretion; and
5.5
engage in discussions or negotiations with other prospective investors or pursue alternative financing transactions. allocate Preferred Units or other securities in such amounts and to such persons as the Company determines in its sole discretion; and
The Prospective Investor acknowledges that the Definitive Documents, once executed and accepted by all parties as required, shall constitute the sole and exclusive agreement between the parties with respect to the subject matter thereof and shall supersede and replace all prior discussions, negotiations, understandings, expressions of interest (including this EOI), term sheets, and agreements, whether written or oral.
6.
No Reliance. The Prospective Investor acknowledges that:
6.1
this EOI is preliminary in nature and that the Prospective Investor has not relied, and will not rely, on this EOI or any related communications as constituting an offer to sell securities, a solicitation of an offer to buy securities, investment advice, tax advice, legal advice, or any other professional advice; and modify, amend, supplement, revise, or change the structure, terms, conditions, size, timing, or any other aspect of the proposed Offering;
6.2
any information provided in connection with this EOI is subject to change and may be incomplete, and that the Company has made no representation or warranty, express or implied, as to the accuracy or completeness of such information.
7.
Governing Provision. In the event of any conflict or inconsistency between this EOI and the Definitive Documents, the Definitive Documents shall govern and control in all respects.
8.
Next Steps. If you are interested in participating in this investment round, please complete the requested information below, sign where indicated, and return the fully completed and executed counterpart of the EOI to:
Jeremy Smith
President/CEO
MDRE Holdings, LLC
[501 Boylston Street]
[10th Floor]
[Boston, MA 02116]
The undersigned Prospective Investor hereby provides their non-binding expression of interest to participate in the proposed Offering of the Company’s Preferred Units, as follows: