Terms of Service

CONFIDENTIALITY, NON-DISCLOSURE, AND NON-CIRCUMVENTION AGREEMENT

This Confidentiality, Non-Disclosure, and Non-Circumvention Agreement (“Agreement”) is entered into between Red Wolf Properties, LLC, a California limited liability company (“Company”), and any party agreeing to these terms (“Investor”). Company and Investor may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The purpose of this Agreement is to protect the interests of the Company and its affiliates (collectively, the “Protected Parties”) by:

  • Safeguarding confidential business information, and

  • Preventing circumvention by the Investor with respect to real estate opportunities disclosed by the Company while the Company is in escrow to purchase such properties (each a “Subject Property”).

2. Definitions

  • “Confidential Information” means any non-public information disclosed by Company, whether written, oral, or electronic, including but not limited to property details, financial information, business contacts, marketing materials, and transaction terms. Confidential Information does not include information that:

    1. is or becomes publicly available other than through Investor’s breach;

    2. was lawfully in Investor’s possession prior to disclosure;

    3. is independently developed without use of Company’s information; or

    4. is obtained lawfully from a third party not bound by confidentiality.

  • “Circumvention” means Investor’s direct or indirect attempt to bypass the Company and pursue any transaction related to a Subject Property while Company is in escrow, including direct communication or negotiation with the property owner, seller, broker, or agent.

3. Non-Circumvention Obligation

During any period in which the Company (or its affiliate) is under contract or in escrow to purchase a Subject Property, Investor shall not, without the Company’s prior written consent:

a. Solicit, negotiate, or enter into any transaction involving the Subject Property directly with the property owner, seller, broker, or agent;
b. Use Confidential Information (including Company’s negotiated terms, pricing, or contracts) for its own benefit; or
c. Encourage, induce, or assist any third party to do so.

Once the Company’s escrow for a Subject Property is canceled, terminated, or otherwise not consummated, Investor is not restricted from pursuing the property independently.

4. Confidentiality Obligation

Investor agrees to:

  • Maintain Confidential Information in strict confidence;

  • Not disclose Confidential Information to any third party without Company’s consent; and

  • Use Confidential Information solely for the purpose of evaluating opportunities presented by the Company.

5. No Warranties

Investor acknowledges that Company does not warrant the accuracy, completeness, or condition of any information regarding a Subject Property. Investor is solely responsible for conducting its own due diligence, including inspections, zoning, legal compliance, and financial evaluation.

6. Liquidated Damages

If Investor breaches this Agreement by circumventing Company while Company is in escrow for a Subject Property, Investor shall pay Company liquidated damages of seventy-five thousand dollars ($75,000) per breach. The Parties agree that:

  • Actual damages would be difficult to determine,

  • This sum is a reasonable pre-estimate of damages, and

  • This provision is not a penalty.

Payment of liquidated damages shall not limit Company’s right to seek injunctive relief, specific performance, or any other legal remedies.

7. No Obligation to Close

Nothing in this Agreement requires Company to proceed with any transaction. Investor acknowledges that opportunities may be withdrawn or terminated at Company’s sole discretion.

8. Independent Parties

This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties.

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. Venue for any dispute shall be in the state or federal courts located in San Diego County, California.

10. Miscellaneous

  • Severability. If any provision is found invalid, the remaining provisions shall remain enforceable.

  • Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements on the subject matter.

  • Waiver. Failure to enforce any provision shall not constitute a waiver of that provision.

  • Amendments. This Agreement may only be modified in writing signed by both Parties.