THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made effective as of the today’s agreement date (the “Effective Date”), between Realm, LLC with an address of P.O. Box 4897  Jackson, WY 83001, (the “Disclosing Party”), and the agent or broker on record for accepting this agreement, with an address recorded in the database for the agent’s office address (the “Receiving Party”)___________________________.

BACKGROUND

1. The parties desire to enter into discussions in connection with a potential business transaction involving creation of a unified real estate branding, marketing and information-sharing platform to be operated by and for the benefit of member organizations around the world (the “Potential Transaction”).
2. During these discussions, certain confidential information may be disclosed.
3. To ensure that confidential information retains its character, and to ensure that confidential information is not used improperly or disclosed to any unauthorized person or entity, the parties enter into this Agreement.

AGREEMENT

1. Definition of Confidential Information.

1.1       “Confidential Information” includes all oral and written information, in tangible or intangible form, that the Disclosing Party or any of its directors, officers, employees, or representatives provides, directly or indirectly, to the Receiving Party or any of its directors, officers, employees, or representatives in connection with evaluation of the Potential Transaction including, without limitation, financial data, costs, margins, software, computer programming, mailing or other marketing lists, customer lists, sources of supply, salaries and other information concerning employees, any advertising, promotion, product or program concepts, plans or proposals, or any other information that is of a confidential, proprietary, or non-public nature.  Confidential Information includes the fact that the Receiving Party has received the Confidential Information, the fact that discussions are taking place in connection with the Potential Transaction, and the status of those discussions.

1.2       Confidential Information does not include information that:

(a)        was already known by the Receiving Party or any of its directors, officers, employees, affiliates, or representatives without any obligation of confidentiality before the Disclosing Party disclosed it to the Receiving Party;

(b)        is in the public domain or later enters the public domain through no wrongful act or omission of the Receiving Party;

(c)        is disclosed to the Receiving Party or to any of its directors, officers, employees, affiliates, or representatives by a third party having, to the best of the knowledge of the Receiving Party after inquiry, the right to disclose the information without any obligation of confidentiality;

(d)        is or may be developed independently by the Receiving Party without reference to any Confidential Information; or

(e)        is ascertainable from a visual inspection of the Disclosing Party’s products, services, or advertising or promotional material.

2. Obligations of Receiving Party. The Receiving Party must:

2.1       Not, without the prior written consent of the Disclosing Party, discuss or disclose or permit the discussion or disclosure of the Confidential Information to anyone other than the Receiving Party’s directors, officers, employees, affiliates, investors, lenders, accountants, contractors, consultants, or representatives that have a legitimate need to know Confidential Information in connection with the evaluation of the Potential Transaction;

2.2       Not, without the prior written consent of the Disclosing Party, copy any Confidential Information for any purpose other than in connection with the evaluation of the Potential Transaction or as otherwise permitted under this Agreement;

2.3       Not, without the prior written consent of the Disclosing Party, use any Confidential Information for any purpose other than in connection with the evaluation of the Potential Transaction or as otherwise permitted under this Agreement;

2.4       Promptly notify the Disclosing Party in writing of any impermissible disclosure or use of Confidential Information under this Agreement; and

2.5       Not, without the prior written consent of the Disclosing Party, contact or initiate contact at any time for any purpose relating to the Potential Transaction, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the Disclosing Party.  The Receiving Party further agrees not to undertake any transaction or a series of transactions of any kind relating to the Potential Transaction, or the assets associated therewith, without the prior written consent of the Disclosing Party.

3. Subpoena. If the Receiving Party is required by any court of competent jurisdiction, by subpoena or court order, to disclose any Confidential Information, the Receiving Party must provide the Disclosing Party with prompt written notice of the requirement so that the Disclosing Party has an opportunity to seek an appropriate protective order.  If the Disclosing Party does not seek or is unable to obtain a protective order and the Receiving Party is compelled to disclose Confidential Information, disclosure will not constitute a violation of this Agreement.
4. Term of Agreement. This Agreement is effective as of the Effective Date and will remain in effect until the earliest of the following events (each, a “termination”):

4.1       Termination of all discussions between the parties in connection with the Potential Transaction, including Receiving Party’s satisfaction of its obligations under Section 6 hereof; or

4.2       Written notice by one party to all other parties that the notifying party considers all discussions between the parties in connection with the Potential Transaction to have terminated, including Receiving Party’s satisfaction of its obligations under Section 6 hereof.

Notwithstanding the foregoing, the Receiving Party’s obligations of confidentiality set forth in this Agreement, including but not limited to the provisions of Section 2.5 hereof, will survive termination for a period equal to two (2) years from the date hereof.

5. No Transfer of Ownership; No License. All Confidential Information disclosed under this Agreement is and will remain the property of the Disclosing Party.  No licenses or rights under any patent, copyright, trademark, service mark, or trade secret are granted or are to be implied by this Agreement.  Subject to the provisions and obligations of this Agreement, the Receiving Party Proprietary Information (as hereinafter defined) shall be the sole and exclusive property of Receiving Party.
6. Return or Destruction of Confidential Information. Upon written demand by the Disclosing Party or upon the termination of this Agreement, the Receiving Party must destroy or return all Confidential Information to the Disclosing Party within 5 business days, provided, however, that any and all separate internal analyses, compilations or similar proprietary information, recommendations or conclusions prepared by Receiving Party or its representatives (the “Receiving Party Proprietary Information”) shall be subject to destruction only and shall not be turned over to Disclosing Party.  Unless otherwise agreed to in advance by the Disclosing Party, the Receiving Party may not retain any archival copies of any Confidential Information.  This Agreement will survive the return of Confidential Information to the Disclosing Party.  Notwithstanding anything to the contrary in this Agreement, Receiving Party and its representatives shall be entitled to retain (x) any Confidential Information that may be required for the purposes of defending or maintaining any pending or threatened litigation (including any administrative proceeding) relating to this Agreement or the Potential Transaction, (y) copies of electronic data containing Confidential Information pursuant to Receiving Party and its representatives’ respective automatic backup and storage systems for electronic data or the ordinary operation of electronic devices, and (z) copies of Confidential Information required in order to comply with any legal, regulatory or internal compliance, risk management or document retention requirements.

In addition to the foregoing, it is acknowledged and agreed that Receiving Party will be sharing certain data and information with Disclosing Party during the course of their ongoing business relationship, which information may include confidential client lists and similar proprietary data of Receiving Party (such information, the “Receiving Party Client Information”).  Upon termination of this Agreement, Disclosing Party must destroy or return all Receiving Party Client Information to the Receiving Party within 5 business days, provided, however, that any and all separate internal analyses, compilations or similar proprietary information, recommendations or conclusions prepared by Disclosing Party or its representatives (the “Disclosing Party Proprietary Information”) shall be subject to destruction only and shall not be turned over to Receiving Party. Unless otherwise agreed to in advance by the Receiving Party, the Disclosing Party may not retain any archival copies of any Receiving Party Client Information.  This Agreement will survive the return of Receiving Party Client Information to the Receiving Party.  Notwithstanding anything to the contrary in this Agreement, Disclosing Party and its representatives shall be entitled to retain (x) any Receiving Party Client Information that may be required for the purposes of defending or maintaining any pending or threatened litigation (including any administrative proceeding) relating to this Agreement or the Potential Transaction, (y) copies of electronic data containing Receiving Party Client Information pursuant to Disclosing Party and its representatives’ respective automatic backup and storage systems for electronic data or the ordinary operation of electronic devices, and (z) copies of Receiving Party Client Information required in order to comply with any legal, regulatory or internal compliance, risk management or document retention requirements.  In addition to the foregoing, and not in limitation thereof, following termination of this Agreement, Disclosing Party shall be entitled to retain and continue to utilize any and all anonymized data associated with, or derived from, the Receiving Party Client Information (the “Anonymized Data”), none of which will include or reflect client information or similar identifying information for any of the individual clients of Receiving Party.  The Anonymized Data may be used by Disclosing Party in the creation, modification and running of algorithms, proprietary tags and similar software applications associated with the Potential Transaction and the ongoing operation of the businesses associated therewith, including following termination of this Agreement.

7. Warranties. The Disclosing Party warrants that it has the right to disclose Confidential Information to the Receiving Party under the terms of this Agreement and that the disclosure does not violate any obligations to any third party.  ALL OTHER WARRANTIES ARE DISCLAIMED, INCLUDING THAT ANY CONFIDENTIAL INFORMATION IS FIT FOR A PARTICULAR PURPOSE OR MERCHANTABLE.  Without limiting the generality of the preceding sentence, the Disclosing Party does not make any representation about the accuracy or completeness of any Confidential Information that may be provided to the Receiving Party.  This paragraph will not supersede the terms and conditions of a definitive transaction document entered into by and between the parties with respect to the Potential Transaction.
8. Equitable Relief. The Receiving Party acknowledges and agrees that all Confidential Information has been developed by the Disclosing Party with substantial effort and at substantial cost; that a breach of any of the provisions of this Agreement may cause the Disclosing Party irreparable injury for which no adequate remedy at law exists; that Disclosing Party will have the right, in addition to any other rights it may have (and, by executing this Agreement, the Receiving Party hereby consents) to the entry in any court having jurisdiction, of a temporary or permanent restraining order or injunction restraining or enjoining the Receiving Party from any violation of this Agreement; and to waive any requirement for the securing or posting of any bond in connection with such remedy.
9. General.

9.1     Merger.  This Agreement contains the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, writings, statements, and understandings between the parties with respect to the subject matter.

9.2     Assignment; Modification; Successors.  Except as hereinafter provided, this Agreement may not be assigned by any party without the prior written consent of all parties and may not be modified by any party except by a written agreement signed by all parties.  Subject to the provisions of this Section 11.2, this Agreement will be binding upon and inure to the benefit of any successors and assigns.

9.3     Severability.  If any provision of this Agreement is deemed void or unenforceable by any court of competent jurisdiction, that provision will be stricken from this Agreement without affecting the remaining provisions.

9.4     No Waiver.  No failure or delay by any party in exercising any right, power, or privilege under this Agreement will operate as a waiver of or will preclude that party’s right to exercise that right, power, or privilege.

9.5     Notices.  Notices to any party may be sent to the address stated above.

9.6     Governing Law.  This Agreement is made in, and all claims under this Agreement will be governed by the laws of, the State of Wyoming.

By checking your agreement on the website and submitting under the Realm login, you are signing the Confidentiality Agreement and Realm has countersigned upon receipt.