Standard Non-Disclosure & Confidentiality Agreement
Governing transaction diligence, carrier code security, and proprietary agency asset records shared across AgencyLedge.com.
1. Purpose of Evaluation
All non-public financial records, Gross Written Premium (GWP) summaries, client account registers, policy retention ratios, loss runs, carrier appointment codes, and operational metrics provided to the Reviewing Party are delivered solely for evaluating a bona fide transaction, asset purchase, merger, or book acquisition involving the Disclosing Agency.
2. Definition of Confidential Information
“Confidential Information” encompasses any oral, written, visual, or electronic documentation concerning the business, financial condition, commission schedules, expiration lists, personnel details, carrier contracts, and corporate structure of the seller. It excludes information that is publicly known without breach of this Agreement, already lawfully held prior to disclosure, or independently developed without reference to the disclosed material.
3. Non-Circumvention & Direct Contact Restrictions
The Reviewing Party covenants not to circumvent AgencyLedge or the Disclosing Principal. The Reviewing Party shall not initiate direct or indirect contact with the selling agency’s employees, CSRs, producers, branch managers, carrier representatives, or policyholders without prior written authorization from the seller.
4. Non-Solicitation Covenants (24-Month Term)
For twenty-four (24) months following receipt of any Confidential Information, the Reviewing Party shall not, directly or indirectly: (a) solicit, induce, or divert any insurance policyholder or client identified through diligence materials, or (b) solicit for employment or engagement any producer, account manager, or key staff member of the Disclosing Principal.
5. Marketplace Role & Non-Broker Status
AgencyLedge operates solely as a digital communication marketplace and operational software hub. AgencyLedge is not an M&A broker, licensed business broker, investment advisor, or legal counsel. AgencyLedge makes no warranty or representation regarding the accuracy, completeness, or transferability of any seller-reported books or carrier contracts. Parties must conduct independent financial, legal, and regulatory due diligence.
6. Return or Destruction of Materials
Upon termination of transaction discussions or upon seller request, the Reviewing Party shall promptly destroy or return all digital files, summaries, and policy excerpts received, retaining only electronic archival records strictly necessary to satisfy statutory compliance standards.
7. Digital Execution & Legal Validity
Submission of digital requests, affirmative checkbox confirmation, and electronic signature transmissions through AgencyLedge constitute binding electronic execution under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).