Standard Non-Disclosure & Confidentiality Terms

Governing transaction diligence, carrier code security, and confidential agency information shared across the AgencyLedge platform.

1. Purpose of Review

All non-public financial records, client account registers, policy retention summaries, loss runs, carrier production reports, and seller operational metrics provided to the Reviewing Party are delivered solely for evaluating a potential acquisition, merger, or asset purchase involving the Disclosing Principal.

2. Definition of Confidential Information

Confidential Information includes any oral, written, or electronic data concerning the business, agency operations, customer lists, expiration lists, commission splits, personnel files, carrier appointments, and corporate structure of the seller. It does not include information that is publicly known without violation of this agreement, already lawfully in the Reviewing Party’s possession prior to disclosure, or independently developed without reference to the disclosed material.

3. Non-Circumvention and Direct Contact

The Reviewing Party agrees not to circumvent AgencyLedge or the Disclosing Principal by contacting employees, producers, carrier representatives, or clients of the selling agency directly without prior written authorization. All communications, follow-up diligence requests, and discussions must be coordinated through approved transaction channels.

4. Non-Solicitation Covenants

For a period of twenty-four (24) months following receipt of Confidential Information, the Reviewing Party shall not, directly or indirectly, solicit, divert, or attempt to acquire any insurance policyholder or customer identified through the evaluation process, nor solicit for employment any producer or key staff member of the Disclosing Principal.

5. Marketplace Intermediary Role

AgencyLedge operates exclusively as a digital publishing platform and marketing venue connecting buyers and sellers directly. AgencyLedge is not an M&A brokerage, securities broker-dealer, escrow agent, or investment advisor. AgencyLedge makes no express warranties regarding the accuracy of seller data, carrier transferability, or portfolio performance. Parties are strictly advised to retain independent legal, accounting, and tax counsel.

6. Return or Destruction of Materials

If either party terminates acquisition discussions, the Reviewing Party shall promptly destroy or return all confidential diligence documentation, policy extracts, and financial summaries, retaining only required compliance archives in accordance with professional legal standards.

7. Electronic Execution & Consent

Submission of digital inquiry forms, execution of click-through checkboxes, and transmission of criteria requests on AgencyLedge constitute valid electronic signatures and complete acceptance of these confidentiality terms under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).