Confidentiality Agreement
Crown & Oak Capital requires a mutual confidentiality agreement before sharing deal-level information. This process takes approximately two minutes.
Verify Your Identity
To execute this agreement, we require identity verification through your Google account. This confirms your name and email for the signing record.
Crown & Oak does not access your contacts, files, calendar, or any other account data. We receive only your name, email, and profile photo for identity verification purposes.
What you're signing: This agreement protects confidential deal information shared between parties. It does not establish a fee arrangement, commission obligation, or exclusivity of any kind. Compensation terms, if applicable, are covered in a separate written engagement letter prior to any transaction.
Non-Circumvention, Non-Disclosure
& Confidentiality Agreement
Disclosing Party
Crown & Oak Capital, LLC.
745 5th Ave. New York, NY 10151
Kyle Cleary, Managing Partner
[email protected] · +1 (646) 964-9686
Receiving Party
This Agreement is made as of (the "Effective Date") by and between the above parties.
1. Definitions
"Confidential Information" means non-public information disclosed by Disclosing Party regarding real estate opportunities, including property and financial data (T-12s, rent rolls, offering memoranda, bids/terms), proprietary valuation models, investment analyses, strategy, contact lists, communications, and identities of owners, buyers, lenders, brokers and advisors.
"Introduced Party" means any person or entity identified by written introduction (including email) by Disclosing Party, together with their officers, directors, partners, members, advisors, lenders and Affiliates. Within five (5) business days of request, Receiving Party shall identify and document any pre-existing relationship.
"Real Estate Opportunity" means any acquisition, sale, financing, joint venture, preferred equity, recapitalization or similar transaction presented by Disclosing Party.
"Transaction Value" means, without limitation, gross purchase price, plus assumed or refinanced debt, plus seller credits reducing price, plus earn-outs or price adjustments at or post-closing, plus equity or capital contributions in any joint venture or preferred equity structure, and any fees or promotes reasonably attributable to the transaction.
"Representatives" means a Party's and its Affiliates' respective directors, officers, employees, partners, members, lenders, advisors, consultants and agents.
"Direct Circumvention" means knowingly bypassing Disclosing Party to transact directly or indirectly with an Introduced Party for the same or substantially similar Real Estate Opportunity within the restricted period. Direct Circumvention includes, but is not limited to, the Receiving Party or its Representatives independently contacting an Introduced Party for the purpose of initiating a transaction involving the same or substantially similar Real Estate Opportunity without the Disclosing Party's express written consent.
2. Purpose; No Exclusivity
Confidential Information is provided solely to evaluate Real Estate Opportunities. No obligation to transact exists. This Agreement does not grant or evidence any agency or brokerage relationship, commission entitlement, or exclusivity. Any fee, commission, or success compensation shall be set forth in a separate written agreement.
3. Confidentiality Obligations
Keep all Confidential Information strictly confidential using at least reasonable care and share it only with Representatives having a legitimate need-to-know who are bound by confidentiality obligations.
Use Confidential Information solely to evaluate the presented Real Estate Opportunity.
Receiving Party shall cause its Representatives to comply with this Agreement and is responsible for any breach by them.
The following are NOT Confidential Information:
- Information that is public through no breach of this Agreement
- Information already known to Receiving Party without confidentiality duty
- Information independently developed without use of Confidential Information
- Information disclosed with Disclosing Party's written consent
If compelled by law, Receiving Party shall (to the extent legally permitted) provide prompt written notice and reasonably cooperate in seeking a protective order. Only that portion legally required may be disclosed.
Upon request, Receiving Party will promptly return or destroy Confidential Information (including copies/notes). Notwithstanding the foregoing, Receiving Party may retain one archival copy for compliance purposes and information stored on routine backups, subject to ongoing confidentiality.
4. Non-Circumvention Provisions
For eighteen (18) months following the later of (a) the first written introduction of an Introduced Party or (b) the last communication regarding the specific Real Estate Opportunity, Receiving Party shall not engage in Direct Circumvention with any Introduced Party without Disclosing Party's express written consent.
The following are NOT considered circumvention:
- Transactions with parties having documented pre-existing relationships with Receiving Party
- Transactions with the same party involving different properties not presented under this Agreement
- General market sourcing and participation activities
- Transactions occurring after the applicable 18-month tail period
The parties acknowledge that due to the speculative nature of real estate investment opportunities and the proprietary value of the relationships and information shared by Disclosing Party, actual damages resulting from Direct Circumvention would be impractical and difficult to ascertain at the time of contracting. The tiered fee structure reflects a reasonable estimate of those damages and not a penalty:
- 1.00% of Transaction Value for transactions under $10 million
- 0.75% of Transaction Value for transactions $10–50 million
- 0.50% of Transaction Value for transactions over $50 million
- Minimum: $25,000 per violation
Disclosing Party may elect actual damages if greater than liquidated damages, and may seek injunctive or equitable relief to prevent breach of this Agreement without the necessity of posting a bond or other security. The prevailing party in any action to enforce this Agreement is entitled to reasonable attorneys' fees and costs.
5. Term and Survival
Term: Two (2) years from the Effective Date, unless terminated earlier by mutual written consent.
Survival:
- Confidentiality obligations: Three (3) years post-termination (trade secrets survive as long as protected by law)
- Non-circumvention obligations: Per Section 4.1's tail provisions
- Return/destruction obligations and remedies: Indefinitely
6. General Provisions
New York law governs this Agreement. Exclusive venue for disputes: state or federal courts in New York County, New York. The parties consent to personal jurisdiction.
The parties acknowledge that breach would cause irreparable harm for which monetary damages may be inadequate.
Nothing contained in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties. Each Party acts as an independent contractor.
No assignment without prior written consent, except to a successor in merger or sale of substantially all assets with written notice.
If any provision is unenforceable, the rest of this Agreement remains in force.
No amendment, modification, or waiver unless in writing and signed by both parties.
This Agreement constitutes the entire understanding between the parties regarding its subject matter.
This Agreement may be executed in counterparts and by electronic signatures or PDF, each of which shall be deemed an original.
In Witness Whereof
Agreement Executed
Your confidentiality agreement with Crown & Oak Capital has been executed.
Your signed NCNDA has been recorded. To access the deal room, you'll authenticate with the email you provided. If you need help accessing your deal room, contact deals@crownandoakcapital.com.