Non-Circumvention and Non-Disclosure Agreement

This Agreement is made on the date the Member accepts it electronically (clause 11.5), between: (1) [BROKER LEGAL NAME] [(company number [______])] of [registered address] (the “Broker”); and (2) the individual or entity identified in the Member’s registration details on the Platform (the “Member”).

(A) The Broker operates a private, invitation-only platform (the “Platform”) through which it facilitates the sale of high-value assets on behalf of sellers whose identities and details are kept strictly confidential.

(B) The Member wishes to be granted access to the Platform to view assets and submit offers.

(C) The Broker is willing to grant such access only on the terms of this Agreement.

1.1 In this Agreement: “Asset” means any item listed on the Platform; “Confidential Information” has the meaning in clause 3; “Introduction” means any disclosure to the Member, via the Platform or the Broker, of an Asset, a Seller, or any information enabling a Transaction; “Seller” means any person who owns or offers an Asset and on whose behalf the Broker acts; and “Transaction” means any purchase, sale, exchange, consignment or other dealing in an Asset.

2.1 Membership is personal to the Member, granted by invitation only, and may not be transferred, shared or sub-licensed.

2.2 The Member shall keep its login credentials secure, maintain two-factor authentication at all times, and is responsible for all activity under its account.

2.3 The Member shall provide accurate identity and verification (KYC) information on request and keep it up to date. The Broker may suspend or withdraw access at its discretion.

2.4 The Member confirms that it enters into this Agreement in the course of a business (as a professional dealer, trader or collector acting for business purposes) and not as a consumer.

3.1 “Confidential Information” means all non-public information made available to the Member through the Platform or the Broker, including: the identity, location and contact details of any Seller; the existence, description, provenance and documentation of any Asset; any pricing, reserve or valuation information; all images and documents; and the existence and terms of any offer, negotiation or Transaction.

3.2 The Member shall keep all Confidential Information strictly confidential, use it solely to evaluate and conduct Transactions through the Platform, and not disclose it to any third party without the Broker’s prior written consent.

3.3 Images and documents on the Platform are individually watermarked and traceable to the Member, and the Member’s access to them is logged. The Member shall not copy, screenshot, download, forward or publish them, nor analyse them (including any metadata) to identify a Seller or an Asset’s location, and accepts that any leak may be attributed to the Member.

3.4 The obligations in this clause survive termination of this Agreement indefinitely.

3.5 Clause 3.2 does not prohibit a disclosure: (a) of information that is or becomes publicly available other than through a breach of this Agreement; (b) required by law, a court of competent jurisdiction or a regulator, provided the Member (where lawful) gives the Broker prompt written notice and discloses no more than is required; or (c) to the Member’s professional advisers who are bound by duties of confidentiality no less strict than this clause, and only to the extent needed to advise on a Transaction.

4.1 The Member shall not, whether directly or indirectly and whether alone or with or through any other person, for a period of [24] months following the relevant Introduction: (a) contact, approach, solicit or deal with any Seller or any other party introduced through the Platform, otherwise than through the Broker; (b) seek to identify, locate or establish the identity of any Seller; or (c) enter into, attempt or facilitate any Transaction concerning an Asset otherwise than through the Broker, so as to avoid or reduce any fee or commission payable to the Broker.

4.2 This clause applies equally to the Member’s officers, employees, agents, affiliates and any person acting on the Member’s behalf or in concert with the Member, and the Member shall procure their compliance.

5.1 The Broker acts as intermediary between Sellers and Members. All offers must be submitted through the Platform.

5.2 Commission and/or fees are payable to the Broker as separately agreed [insert fee basis, e.g. [__]% of the Transaction value]. The Broker is not the seller of the Assets and accepts no liability as principal save as expressly stated.

5.3 Offers and counter-offers are open for acceptance for the period shown on the Platform and lapse automatically when that period expires. The Member may withdraw an offer through the Platform at any time before it is accepted. An offer or counter-offer accepted through the Platform constitutes a binding agreement to proceed [, subject to completion of a formal sale agreement and settlement of funds].

6.1 The Member shall comply with all applicable anti-money laundering laws, provide evidence of identity and source of funds on request, and acknowledges that the Broker may decline, delay or unwind any Transaction where such checks are not satisfied.

6.2 The Member acknowledges that the Broker may retain identity and verification records for as long as the law requires, and may make reports to the relevant authorities where required by law, in each case without liability to the Member and without notice where notice would be unlawful.

7.1 Except as expressly stated in writing, Assets are made available “as is”. The Member is responsible for its own inspection, authentication and due diligence.

7.2 To the fullest extent permitted by law, the Broker gives no warranty as to the authenticity, condition, title or provenance of any Asset, and its liability is limited as set out in clause 8. Nothing excludes liability for fraud, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

8.1 The Member acknowledges that any breach of clause 3 (Confidentiality) or clause 4 (Non-circumvention) would cause the Broker serious harm that is difficult to quantify.

8.2 If the Member breaches clause 4, the Member shall pay the Broker, as liquidated damages, a sum equal to [the commission the Broker would have earned on the relevant Transaction] / [£[______]], which the parties agree is a genuine pre-estimate of the Broker’s loss and not a penalty.

8.3 The Broker is additionally entitled to seek injunctive relief and any other remedy available at law or in equity.

8.4 The Member shall indemnify the Broker against all losses, costs and expenses (including reasonable legal fees) arising from the Member’s breach of clause 3, 4 or 6.

9.1 This Agreement takes effect on acceptance and continues until terminated. The Broker may suspend or terminate the Member’s access at any time.

9.2 Clauses 3, 4, 8 and 12 survive termination for the periods stated or, where none is stated, indefinitely.

10.1 The Broker processes the Member’s personal data in accordance with the UK GDPR and the Data Protection Act 2018, as described in the Broker’s Privacy Notice. Processing is carried out where necessary for the performance of this Agreement, for compliance with the Broker’s legal obligations (including anti-money laundering laws), and for the Broker’s legitimate interests in operating and securing the Platform.

11.1 This Agreement is the entire agreement between the parties on its subject matter and supersedes any prior arrangement. Any variation must be in writing and signed (or accepted electronically) by both parties.

11.2 No failure or delay in exercising a right is a waiver of it. If any provision is held invalid, the remainder continues in force.

11.3 The Member may not assign this Agreement. The Broker may assign it on notice. [Sellers may enforce clauses 3 and 4 under the Contracts (Rights of Third Parties) Act 1999; no other third party has rights under it.]

11.4 Notices under this Agreement shall be given in writing by email — to the Broker at [notice email address], and to the Member at the email address registered on the Platform — and are deemed received on the next business day after sending.

11.5 The Member accepts this Agreement by ticking the acceptance box during registration. That electronic acceptance constitutes the Member’s signature and execution of this Agreement, and the Broker’s record of the acceptance (including the version accepted, the date and time, and the network address it was made from) is evidence of it.

12.1 This Agreement and any dispute arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.