Effective Date: October 15, 2026 — Last Updated: October 15, 2026 — Version 0.3
This Buyer Confidentiality and Non-Circumvention Agreement ("Agreement") is between the buyer who accepts it, including any entity the buyer represents ("Buyer"), and JOIN BIZ LIST LLC, a Louisiana limited liability company (charter no. 47221711K), d/b/a Biz List, 3908 Perrier Street, New Orleans, LA 70115 ("Biz List"), for the benefit of Biz List and each seller whose information Buyer receives (each, a "Seller").
1. Why This Agreement Exists
Sellers share sensitive information about their businesses, often before employees, customers, landlords, and competitors know a sale is possible. Premature disclosure or direct contact can seriously harm a Seller. Buyer agrees to these terms in exchange for access to that information.
2. What Is Confidential
"Confidential Information" means all non-public information Buyer receives through the Platform or from a Seller or Biz List in connection with a possible transaction, in any form, including: the identity of the Seller and the fact that the business is or may be for sale; financial statements, tax return data, valuations, and due diligence packets; customer, supplier, employee, pricing, and operational information; photos; and notes, analyses, or summaries Buyer prepares from any of it. It also includes the terms of any discussions.
It does not include information Buyer can show (a) was already public, or becomes public through no fault of Buyer or its Representatives; (b) Buyer lawfully knew before receiving it, without a duty of confidentiality; (c) Buyer lawfully received from a third party without a duty of confidentiality; or (d) Buyer developed independently without using Confidential Information.
3. Buyer's Confidentiality Duties
Buyer will:
use Confidential Information only to evaluate and, if pursued, negotiate a possible acquisition of or investment in the Seller's business (the "Purpose");
keep Confidential Information strictly confidential and protect it with at least reasonable care;
share it only with Buyer's own owners, officers, employees, lenders, investors, attorneys, accountants, and advisors who need it for the Purpose and are bound by confidentiality duties at least as protective ("Representatives"), and be responsible for any breach by them;
not upload Confidential Information into any public or consumer AI tool that may retain or train on it; and
if legally compelled to disclose, give prompt notice (where legally allowed) so the Seller can seek protection, and disclose only what is legally required.
4. No Contact Without Permission
Buyer's access to a Seller's Detailed Information is not permission to contact anyone. Unless and until the Seller (or Biz List on the Seller's documented instruction) gives permission in writing or through the Platform, Buyer and its Representatives will not contact, directly or indirectly, any of the Seller's owners, employees, customers, suppliers, landlords, lenders, franchisors, or competitors about the Seller, the business, or a possible transaction. All initial contact with the Seller goes through the Platform's messaging or the Seller contact information Biz List provides. If Buyer learns it is on a Seller's Exclusion List or the Seller has revoked authorization, Buyer will make no further contact unless the Seller first contacts Buyer. Buyer will not visit the business premises in a way that reveals Buyer's interest without the Seller's permission. Normal-course dealings unrelated to the transaction are not restricted.
5. Non-Circumvention
For twenty-four (24) months after Buyer first receives Confidential Information about a Seller (the "Restricted Period"), Buyer will not, directly or through any affiliate or Representative, use Confidential Information or any introduction made through the Platform to bypass the Platform in order to avoid the confidentiality and staged-disclosure process of this Agreement, including by trying to identify or approach a Seller outside the Platform based on a teaser before accepting this Agreement for that listing.
6. Non-Solicitation of Employees and Customers
During the Restricted Period, Buyer and its affiliates will not, without the Seller's prior written consent, (a) solicit for employment or hire any employee of the Seller whom Buyer learned of or first had contact with through Confidential Information, or (b) solicit any customer or supplier of the Seller identified in Confidential Information to end or reduce its business with the Seller or to move that business to Buyer. General advertising not targeted at the Seller's employees or customers, and hiring someone who responds to it, is not a breach of clause (a).
To the extent clause (b) or any other part of this Agreement is a restraint subject to La. R.S. 23:921, it applies only in the parishes and municipalities where the Seller carries on a like business, and for no more than two (2) years.
7. Return or Destruction
Within 10 days after a Seller or Biz List asks, or when Buyer decides not to proceed, Buyer will stop using and will return or destroy all Confidential Information (including notes and analyses), and confirm in writing if asked. Buyer may keep copies required by law or in automatic backups, which remain confidential.
8. No Warranty; No Obligation; No Broker
Confidential Information is provided "as is." Neither Biz List nor the Seller makes any representation about its accuracy or completeness, except as may be stated in a signed definitive agreement between Buyer and Seller. No one is obligated to enter into any transaction. Biz List is not Buyer's broker, agent, or advisor and owes Buyer no fiduciary duty. Buyer will rely only on its own diligence.
9. Biz List's Commitment to Buyer
Biz List will keep Buyer's ID images, bank letters, credit score, net worth, income, and other verification documents confidential and will share with Sellers only Buyer's name or entity, buyer type, verification status, and a summary of financial capacity, unless Buyer agrees otherwise, all as described in the Privacy Policy.
10. Remedies
Buyer agrees that a breach may cause irreparable harm to the Seller and Biz List that money damages cannot fully remedy. The Seller and Biz List may seek injunctive relief (including a temporary restraining order) without posting a bond, to the extent allowed by law, in addition to any other remedy. Buyer will pay reasonable attorneys' fees and costs incurred to enforce this Agreement if Buyer is found to have breached it. Biz List may also suspend or close Buyer's account.
11. Third-Party Beneficiaries; Seller Notice and Exclusions
Each Seller whose Confidential Information Buyer receives is an intended third-party beneficiary (stipulation pour autrui under Louisiana Civil Code articles 1978–1982) and may enforce this Agreement directly against Buyer as to its own information, including by seeking injunctive relief and recovering attorneys' fees under Section 10, without Biz List joining the suit. Buyer agrees that the benefit to each Seller is accepted when the Seller opts in to matching, and that it cannot be revoked as to that Seller's information. Buyer understands that Sellers share information under a one-time authorization to all eligible Verified Buyers, that each Seller will be told when Buyer accesses its Detailed Information or buys a packet (including Buyer's name or entity), and that Biz List may share a copy of this Agreement and Buyer's acceptance record with the Seller. Buyer will not use any alias, affiliate, or nominee to obtain information about a Seller that has excluded Buyer.
12. Term
This Agreement starts when Buyer clicks "I Agree." Confidentiality duties last three (3) years after Buyer last receives Confidential Information about a Seller, except that duties for trade secrets last as long as the information remains a trade secret under the Louisiana Uniform Trade Secrets Act (La. R.S. 51:1431 et seq.). Sections 4–6 last for the Restricted Period.
13. General
Louisiana law governs, and venue is the Civil District Court for the Parish of Orleans or the U.S. District Court for the Eastern District of Louisiana. If a court finds any restriction too broad, it should be reformed and enforced to the maximum extent allowed (and, for 23:921 purposes, the parties intend that any overbroad portion be severed). This Agreement adds to, and does not replace, the Terms. Electronic acceptance is a valid signature under La. R.S. 9:2601 et seq. and the E-SIGN Act.
14. Click-Through Acceptance
BY CHECKING THE BOX AND CLICKING "I AGREE — SHOW DETAILS," I CONFIRM THAT I HAVE READ AND AGREE TO THIS AGREEMENT, INCLUDING THE NO-CONTACT, NON-CIRCUMVENTION, AND NON-SOLICITATION TERMS, AND THAT I HAVE AUTHORITY TO BIND THE BUYER ENTITY NAMED IN MY ACCOUNT.