Effective Date:  July 17, 2025

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of the Effective Date by and between:

Prime Agent Referrals, LLC, a company organized under the laws of the United States with its principal place of business at [Insert Address] (hereinafter referred to as “Disclosing Party”),
and
[Recipient Name], a licensed real estate professional or business partner with an address at ___________________________ (hereinafter referred to as “Receiving Party”).

(Collectively, the “Parties.”)

This Agreement governs the terms under which the Disclosing Party will share certain confidential information with the Receiving Party in connection with marketing, referral, operational, or partnership activities.

1. Purpose of Disclosure

The Disclosing Party agrees to provide, and the Receiving Party agrees to receive, certain confidential information for the sole purpose of evaluating or engaging in business activities related to real estate referrals, lead generation, strategic partnerships, or service engagements with Prime Agent Referrals.

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, including but not limited to:

• Business plans, strategies, and financial data
• Referral processes, pricing structures, and commission models
• Proprietary systems, tools, technology, or software
• Client, agent, or prospect lists and contact information
• Marketing materials and campaign data
• Any other information identified as confidential by the Disclosing Party

Confidential Information does not include information that:

1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
2. Was already known to the Receiving Party at the time of disclosure.
3. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
4. Is required to be disclosed by applicable law, regulation, or a valid court order (provided the Receiving Party gives prior written notice and cooperates in seeking protective measures).

3. Obligations of the Receiving Party

The Receiving Party agrees to:

a. Maintain Confidentiality — Use reasonable care, at least equal to the care it uses to protect its own confidential information, to prevent unauthorized disclosure of the Confidential Information.

b. Use Limitation — Use the Confidential Information solely for the purpose outlined in Section 1 and not for any personal or competitive advantage.

c. Non-Disclosure — Not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party.

d. Authorized Access — Only disclose Confidential Information to employees, contractors, or advisors who need the information to fulfill the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

4. Term and Duration

This Agreement will remain in effect for a period of [insert number] years from the Effective Date. The confidentiality obligations with respect to Confidential Information will continue for [insert number] years after the termination or expiration of this Agreement.

5. Return or Destruction of Information

Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including any copies or derivatives.

6. Remedies for Breach

Both Parties acknowledge that any unauthorized disclosure or misuse of Confidential Information may cause irreparable harm. In the event of a breach or threatened breach of this Agreement, the Disclosing Party may seek injunctive relief, specific performance, or other equitable remedies in addition to any other available legal remedies.

7. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of [Insert State], United States, without regard to conflict of law principles. Any dispute arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the courts located in [Insert County and State].

8. Entire Agreement

This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior discussions, agreements, and understandings of any kind. No amendment or modification of this Agreement will be valid unless in writing and signed by both Parties.

9. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

10. Signatures

By signing Non-Disclosure Agreement., each Party acknowledges that they have read, understood, and agree to be bound by the terms of this Non-Disclosure Agreement.