Non-Disclosure and Confidentiality Agreement
Real Estate Transactions
Parties
This Non-Disclosure and Confidentiality Agreement (this "Agreement") is entered into as of the date the Recipient signs below, by and between the following Parties.
DISCLOSING PARTY | PROVIDER
Rishi Bhagat PREC | Bhagat Real Estate Group
Operating as Bhagat Real Estate Group under RoyalLePage Signature Realty, Brokerage (the "Brokerage"), and its respective authorized agents, officers, and representatives (collectively, the "Provider" or"Disclosing Party").
Notice Contact
905.341.6911 | rishi@thebreg.ca
RECEIVING PARTY | RECIPIENT
Each of the Provider and the Recipient is referred to individually as a "Party" and collectively as the "Parties."
Background and Purpose
WHEREAS the Provider controls, directly or through its authorized Brokerage, certain confidential, proprietary, and commercially sensitive information relating to one or more real property interests, assets, or transactions (each, a "Property", to be identified in a Schedule or written addendum executed by the Parties); AND WHEREAS the Recipient has expressed a bona fide interest in evaluating one or more Properties for a potential acquisition, investment, financing, or other commercial transaction (the "Proposed Transaction"); AND WHEREAS the Provider is prepared to disclose certain Confidential Information solely to facilitate such evaluation; NOW THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows.
Definitions
"Confidential Information" means any information, data, documentation, or materials, whether oral, written, electronic, or visual, provided by or on behalf of the Provider in connection with any Proposed Transaction, including without limitation: (a) the identity, civic address, legal description, lot number, PIN, and registered ownership of any Property; (b) financial statements, tax returns, revenue and expense records, income and loss statements, rent rolls, and all other financial data; (c) operational data, including tenant information, occupancy rates, lease terms, management records, permits, and licences; (d) customer lists, tenant databases, vendor contracts, and supplieragreements; (e) environmental reports, Phase I or Phase II ESAs, surveys, engineering studies, and inspection records; (f)the existence and terms of this Agreement and any negotiations between the Parties; and (g) any other information areasonable person would consider confidential. "Confidential Information" excludes information that: (i) becomes publicly available without breach by the Recipient; (ii) was already known to the Recipient, as evidenced by prior written records; (iii) is independently developed without use of Confidential Information; or (iv) is required by law or court order to be disclosed, provided the Recipient gives prompt prior written notice.
"Brokerage" means Royal LePage Signature Realty, Brokerage, the real estate brokerage through which Bhagat Real Estate Group and Rishi Bhagat PREC are licensed and operate, and which is entitled to enforce the provisions of this
Agreement as set out in Section 20.
"Business Day" means any day other than a Saturday, Sunday, or statutory holiday observed in the Province of Ontario.
Confidentiality Obligations
The Recipient shall: (1) hold all Confidential Information in strict confidence with no less than a reasonable standard of care; (2) use it solely to evaluate the Proposed Transaction; (3) not reproduce or reduce to writing any Confidential Information except as reasonably necessary for evaluation; (4) not disclose it to any third party without the Provider's prior written consent; (5) take all reasonable precautions against unauthorized disclosure; and (6) promptly notify the Provider in writing of any actual or suspected unauthorized disclosure or use.
The obligations of confidentiality set out in this Section 4 survive indefinitely and do not expire on the completion, termination, or abandonment of any Proposed Transaction, except and until the relevant Confidential Information falls within one of the exclusions set out in Section 3.
Permitted Disclosure to Advisors
The Recipient may share Confidential Information with its own lawyers, accountants, financial advisors, and institutional lenders (each an "Authorized Representative") strictly on a need-to-know basis for evaluating the Proposed Transaction. The Recipient is solely responsible for ensuring that each Authorized Representative abides by the terms of this Agreement, and any breach of this Agreement by an Authorized Representative shall be treated as a breach by the Recipient itself.
Indemnification and Hold Harmless
The Recipient shall indemnify, defend, and hold harmless the Provider, Rishi Bhagat PREC, Bhagat Real Estate Group, Royal LePage Signature Realty, Brokerage, and their respective officers, directors, employees, agents, and representatives ("Indemnified Parties") from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a solicitor and client basis) arising from: (1) any breach by the Recipient or its Authorized Representatives; (2) unauthorized disclosure or misuse of Confidential Information; (3) any action by the Recipient arising from access to Confidential Information that causes loss, harm, or legal liability to the Indemnified Parties; or (4) any third party claim arising from the Recipient's use or distribution of Confidential Information contrary to this Agreement. These indemnification obligations survive expiry or termination of this Agreement.
Non-Solicitation
For two (2) years from the date the relevant Property was introduced, the Recipient shall not, directly or indirectly: (1) solicit, recruit, or engage any employee, contractor, or key personnel of any Property or the Provider who became known through Confidential Information; (2) solicit or contact any tenant, customer, vendor, or supplier of any Property whose identity was revealed through Confidential Information, except through the Provider's authorized Brokerage; or (3) take any action that could disrupt or interfere with the existing business relationships of any Property.
Non-Circumvention
The Recipient acknowledges that any Property disclosed hereunder has been introduced exclusively through Bhagat Real Estate Group, operating under Royal LePage Signature Realty, Brokerage (the "Brokerage"). The Recipient shall not: (1) deal directly with the Seller or their representatives without the Brokerage's prior written consent; (2) conduct any site visit or due diligence without the Brokerage's prior written authorization; (3) attempt to acquire any Property through any vehicle or structure designed to circumvent the Brokerage; (4) re-introduce any Property to any other party without prior written consent of both the Provider and the Brokerage; or (5) if the Recipient is a licensed real estate agent, broker, or salesperson, solicit, negotiate, or obtain a listing agreement, representation agreement, or referral from the Seller of any Property, directly or indirectly. Any breach of subsection (5) entitles the Brokerage to full commission compensation under Section 12, as if the Recipient had circumvented the Brokerage.
Introduction of a Property
Introduction of a Property to the Recipient shall be conclusively proven upon the Provider showing electronic proof of transmission, including a sent email, text message, or digital data room access log, containing the property address, civic description, or listing profile directed to the Recipient's designated email address or contact information listed in this Agreement, regardless of whether the Recipient acknowledges receipt. The date and time of such transmission shall constitute the date of introduction for all purposes under this Agreement.
Prior Knowledge Claims
If the Recipient claims prior knowledge of any introduced Property, they must notify the Provider in writing within forty-eight (48) hours of introduction with supporting documentary evidence. Failure to do so shall constitute an irrevocable waiver of any prior knowledge claim, and the Property shall be deemed fully subject to this Agreement in all respects.
Extended Defination of Recipient
The term "Recipient" includes and is binding upon: the executing party; its principals, directors, officers, and shareholders; their immediate family members; any parent company, subsidiary, affiliated corporation, sister corporation, or joint venture; and any new or existing entity, including numbered companies and trusts, formed or utilized to complete a transaction involving any introduced Property. Any transaction completed through any such person or entity is treated as if completed by the Recipient directly and triggers all obligations and commission entitlements under this Agreement.
Brokerage Commission Protection
The Brokerage is entitled to its full negotiated commission in respect of any transaction, whether a sale, assignment, transfer of shares or beneficial interest, financing, joint venture, option, or any other disposition involving any Property, concluded with the Recipient or any party introduced by the Recipient within two (2) years from the date that Property was introduced. In the event of breach or circumvention, the commission shall be the greater of: (a) the rate in the listing or co-operating agreement; or (b) two and one-half percent (2.5%) of the gross purchase price plus HST, payable directly by the Recipient to the Brokerage as liquidated damages. This entitlement applies regardless of transaction structure or identity of the ultimate purchaser.
The Parties acknowledge and agree that the amount specified in this Section 12 represents a genuine pre-estimate of the damages the Brokerage would suffer as a result of a breach or circumvention, having regard to the inherent difficulty of calculating such damages in advance, and does not constitute a penalty. This provision has been individually negotiated between the Parties.
Rolling Term per Property
This Agreement covers multiple Properties over time. For each Property introduced, whether at execution or any subsequent date, a separate two (2) year period of confidentiality, non-solicitation, non-circumvention, and commission protection commences on the date of introduction as determined under Section 9. No new agreement is required for additional Properties, provided the Recipient remains in good standing. All obligations under Sections 4, 6, 7, 8, and 12 apply independently and concurrently to each Property, each with its own commencement date.
Return and Destruction of Confidential Information
Upon written demand by the Provider, or upon conclusion or abandonment of any Proposed Transaction, the Recipient shall within five (5) Business Days: (1) return all original documents and tangible items containing Confidential Information; (2) permanently destroy all copies, notes, and electronic records, including data in cloud systems and email archives; and (3) provide a written certification signed by an authorized officer confirming compliance. Legal counsel may retain Confidential Information as required by law or regulatory obligations, subject to ongoing confidentiality obligations.
Notwithstanding the foregoing, the Recipient is not required to purge Confidential Information retained solely within automated, system generated backup or disaster recovery archives, provided that such archived copies are not accessed, restored, or used for any purpose after the return or destruction obligation arises, remain subject to the confidentiality obligations of this Agreement for as long as they persist, and are permanently deleted in the ordinary course of the Recipient's standard data retention and backup cycle.
Term and Binding Effect
This Agreement comes into force upon execution by the Recipient and remains in effect unless earlier terminated by written mutual agreement. It is binding on the Recipient upon the Recipient's signature alone and does not require a countersignature from the Provider. Obligations under Sections 4, 6, 7, 8, and 12 apply independently to each Property for the periods set out in Section 13.
Injunctive Relief and Remedies
The Recipient acknowledges that any breach would cause irreparable harm for which monetary damages alone are inadequate. The Provider and the Brokerage are entitled to seek immediate injunctive relief, specific performance, and other equitable remedies without proving actual damages, posting bond, or providing security. The Recipient shall not raise adequacy of damages as a defence. All remedies are cumulative and not alternative.
Third-Party Beneficiaries
The Brokerage, Royal LePage Signature Realty, Brokerage, and each Indemnified Party identified in Section 6 are intended third party beneficiaries of this Agreement and are entitled to enforce the provisions of Sections 6, 7, 8, and 12 directly against the Recipient, notwithstanding that they are not signatories to this Agreement.
Regulatory Compliance
Nothing in this Agreement relieves the Recipient, if the Recipient is a licensed real estate broker, salesperson, or brokerage, of any independent disclosure, representation, or reporting obligation owed under the Real Estate and Business Brokers Act, 2002 (Ontario) or the rules of the Real Estate Council of Ontario. This Agreement governs the confidentiality, non-circumvention, and commission protection obligations between the Parties and does not override or diminish any statutory or regulatory duty owed by a licensed Recipient to their own client or to the public.
Dispute Resolution
Before commencing any litigation arising out of or relating to this Agreement, other than an application for injunctive relief under Section 16, the Parties shall attempt in good faith to resolve the dispute through direct negotiation between senior representatives for a period of not less than ten (10) Business Days following written notice of the dispute. Nothing in this Section delays or restricts the Provider's or the Brokerage's right to seek immediate injunctive relief at any time.
Notices
Any notice, demand, or other communication required or permitted under this Agreement shall be in writing and delivered by email, courier, or registered mail to the address or email address specified for the relevant Party in Section 1, or to such other address as a Party may designate in writing to the other Party from time to time. A notice sent by email is deemed received on the date of transmission, provided no bounce-back or delivery failure notice is received by the sender. A notice sent by courier or registered mail is deemed received two (2) Business Days after mailing.
Interpretation
In this Agreement: (a) headings are inserted for convenience of reference only and do not affect the interpretation of this Agreement; (b) words importing the singular include the plural and vice versa, and words importing gender include all genders; (c) the words "including" and "includes" mean "including, without limitation" and "includes, without limitation," respectively; and (d) all references to currency are to Canadian dollars unless otherwise specified.
General Provisions
Governing Law. Ontario law and applicable federal laws of Canada govern this Agreement; the Parties submit to the exclusive jurisdiction of Ontario courts.
Entire Agreement. This Agreement supersedes all prior negotiations and agreements.
Amendment. Amendments require a written instrument signed by both Parties.
Assignment. The Recipient may not assign without the Provider's prior written consent.
Severability. Invalid provisions do not affect the remainder.
No Waiver. Failure to exercise any right is not a waiver.
Electronic Execution. Electronic signatures are valid and binding.
No Obligation to Proceed. The Provider may withdraw any Property or negotiate with others at any time without notice.
Independent Legal Advice. The Recipient confirms it has obtained or waived independent legal advice.
Data Privacy. Personal information is handled in compliance with PIPEDA and applicable Ontario privacy statutes.
No Partnership. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties.
Authority. The individual executing this Agreement on behalf of the Recipient represents and warrants that they have full legal authority to bind the Recipient, and each entity and person included within the extended definition of Recipient under Section 11, to the terms of this Agreement.
