Confidentiality Overview

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Mutual Non-Disclosure and Confidentiality Agreement (this "Agreement") is entered into as of the Effective Date set forth below by and between:
(i) PropVault, Inc., a Delaware corporation with operations at [PropVault business address] ("PropVault"); and
(ii) the individual whose identity has been verified and whose electronic signature appears below (the "Recipient").
The individual or entity holding control rights over the PropVault data room referenced in Section 1 (the "Owner") is a third-party beneficiary of this Agreement and may enforce its terms directly against Recipient.
1. SUBJECT MATTER AND DEFINITIONS
1.1 The Vault. This Agreement governs Recipient's access to the PropVault data room identified by the following parameters (the "Vault"):

Vault Identifier: [Your vault identifier]
Property Location (General): [City], [State]
Listing Headline: [Listing headline]

The specific street address, Assessor's Parcel Number, and other identifying details of the underlying real property (the "Property") are themselves Confidential Information and are disclosed only upon execution of this Agreement.
1.2 Confidential Information. "Confidential Information" means the entirety of the contents of the Vault, including but not limited to: the Property's street address and Assessor's Parcel Number; architectural drawings, engineering reports, permits, inspection records, material specifications, warranties, and attestations anchored to the Vault; any photographs, video, telemetry, or sensor data; owner communications and dispositions; and any compilation, summary, derivative, inference, or analysis of any of the foregoing whether prepared by PropVault, the Owner, or Recipient.
1.3 Excluded Information. Confidential Information does not include information that Recipient can demonstrate by contemporaneous written record: (a) was publicly available at the time of disclosure through no act or omission of Recipient; (b) became publicly available after disclosure through no act or omission of Recipient; (c) was rightfully known to Recipient prior to disclosure without obligation of confidentiality; or (d) was independently developed by Recipient without use of or reference to any Confidential Information.
1.4 Permitted Purpose. Recipient's sole permitted use of Confidential Information is evaluation of a potential acquisition by Recipient of the Property (the "Permitted Purpose"). Any other use is a material breach of this Agreement.
2. CONFIDENTIALITY AND PERMITTED DISCLOSURES
2.1 Obligation of Confidentiality. Recipient shall hold all Confidential Information in strict confidence, shall use the Confidential Information solely for the Permitted Purpose, and shall not disclose, publish, or disseminate Confidential Information to any person or entity except as expressly permitted by this Agreement.
2.2 Permitted Internal Disclosures. Recipient may disclose Confidential Information only to the following persons and only to the extent reasonably necessary for the Permitted Purpose (collectively, "Permitted Recipients"):
(a) Recipient's spouse or domestic partner;
(b) Recipient's licensed real estate counsel, tax advisors, and financial advisors retained in connection with the potential acquisition;
(c) Recipient's licensed real estate agent or broker representing Recipient in the potential acquisition; and
(d) Recipient's lender or prospective lender and their underwriting personnel, solely to the extent required to secure acquisition financing.
Before disclosing Confidential Information to any Permitted Recipient, Recipient shall (i) inform the Permitted Recipient of the confidential nature of the information and (ii) ensure the Permitted Recipient is bound by obligations of confidentiality at least as protective as those set forth in this Agreement. Recipient is fully responsible for any breach of this Agreement by any Permitted Recipient.
2.3 Compelled Disclosure. If Recipient is legally compelled to disclose Confidential Information by subpoena, court order, or other legal process, Recipient shall (a) promptly notify PropVault and the Owner in writing to permit them to seek a protective order; (b) cooperate reasonably with efforts to obtain such protective order at PropVault's or Owner's expense; and (c) disclose only the minimum Confidential Information required.
3. PROHIBITED USES
3.1 Recipient shall not:
(a) Use the Confidential Information for any purpose other than the Permitted Purpose, including but not limited to: competitive analysis of other real estate; construction of comparable-sales models for properties Recipient does not intend to acquire; media publication, commentary, or reporting; development of market research products, reports, or databases; or any commercial exploitation whatsoever;
(b) Use the Confidential Information to train, fine-tune, or otherwise develop machine learning models, artificial intelligence systems, or any computational system whose outputs could reflect, reproduce, or derive from the Confidential Information;
(c) Create, distribute, or publish any derivative work product based on Confidential Information, including derivative summaries, abstracts, visualizations, or compilations;
(d) Reverse-engineer, decompile, or attempt to circumvent any cryptographic, watermarking, access control, or audit mechanism of the Vault or the PropVault platform;
(e) Remove, obscure, alter, or tamper with any watermark, identifier, or marking applied to Confidential Information by the PropVault platform;
(f) Record, photograph, screenshot, screen-capture, or otherwise copy Confidential Information for any purpose other than the Permitted Purpose, and in no event shall Recipient retain any such copy except as permitted under Section 5;
(g) Attempt to identify, contact, or interfere with any contributor whose attestation appears in the Vault outside the channels provided by PropVault; or
(h) Attempt to access any Vault other than the Vault identified in Section 1.1 without separate execution of an applicable non-disclosure agreement.
4. NO OWNERSHIP; NO REPRESENTATIONS
4.1 No Ownership Transfer. Nothing in this Agreement transfers or licenses to Recipient any ownership interest in the Confidential Information, the Vault, the Property, or the PropVault platform. All Confidential Information remains the property of PropVault, the Owner, or the respective originating contributors.
4.2 No Representations as to Accuracy. Recipient acknowledges that PropVault is a custodian of the Confidential Information and does not independently verify the truth of attestations made by contributors. PropVault makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information. Recipient is solely responsible for independent verification of any information relied upon in connection with the potential acquisition. This Agreement does not replace or limit any statutory seller disclosure obligations applicable to the Property under California law.
4.3 No Offer to Sell. This Agreement does not constitute an offer to sell, a solicitation to buy, or any commitment by the Owner to transact. Acquisition of the Property is governed by separate written instruments.
5. TERM, RETURN, AND SURVIVAL
5.1 Term. This Agreement commences on the Effective Date and continues for twenty-four (24) months, or until the closing of Recipient's acquisition of the Property plus twenty-four (24) months, whichever is later (the "Term"). All obligations of confidentiality survive expiration of the Term with respect to any Confidential Information that constitutes a trade secret under applicable law.
5.2 Return or Destruction. Upon the earlier of (a) expiration of the Term, (b) written request by PropVault or the Owner, or (c) Recipient's determination not to pursue acquisition of the Property, Recipient shall within fifteen (15) days: (i) return or irretrievably destroy all Confidential Information in Recipient's possession or control, including all copies held by Permitted Recipients; and (ii) certify such return or destruction in writing to PropVault.
5.3 Access Revocation. PropVault may revoke Recipient's access to the Vault at any time for any reason or no reason, including without limitation upon request of the Owner. Revocation does not terminate Recipient's ongoing obligations under this Agreement with respect to Confidential Information already accessed.
6. REMEDIES
6.1 Liquidated Damages. Recipient acknowledges that unauthorized use or disclosure of Confidential Information would cause substantial harm to PropVault and the Owner, and that the quantum of such harm would be difficult to measure. The parties therefore agree that Recipient shall pay liquidated damages of not less than Fifty Thousand United States Dollars (USD $50,000) per breach event, which the parties stipulate is a reasonable estimate of harm and not a penalty. This liquidated damages provision is cumulative with, and not in lieu of, any other remedies available at law or in equity.
6.2 Injunctive Relief. Recipient stipulates that any breach or threatened breach of this Agreement would cause irreparable harm for which monetary damages alone would be inadequate, and that PropVault and the Owner are entitled to seek temporary, preliminary, and permanent injunctive relief without the requirement of posting bond, in addition to all other remedies.
6.3 Attorneys' Fees. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs.
6.4 Evidence. Recipient acknowledges that the PropVault platform maintains an immutable audit ledger of all access events, document views, and downloads, together with dynamically-applied watermarks identifying Recipient. Recipient stipulates that such ledger records and watermarks are admissible as evidence in any proceeding to enforce this Agreement.
7. PRIVACY AND DATA HANDLING
7.1 Personal Information. PropVault collects personal information about Recipient in connection with this Agreement, including identity verification data, contact information, and access logs. Such collection is governed by PropVault's Privacy Policy, which Recipient acknowledges having reviewed.
7.2 CCPA / CPRA. Recipient acknowledges that Recipient's personal information may be retained by PropVault notwithstanding any deletion request under the California Consumer Privacy Act, as amended by the California Privacy Rights Act, to the extent such retention is (a) necessary to enforce this Agreement; (b) necessary to defend against legal claims; or (c) required by applicable law or regulatory obligation.
7.3 Identity Verification. Recipient's identity has been verified through Stripe Identity, a third-party service, prior to execution of this Agreement. Recipient represents that the identity so verified is Recipient's true and accurate legal identity.
8. GENERAL PROVISIONS
8.1 Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [County] County, California.
8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and understandings, whether written or oral.
8.3 No Waiver. No failure or delay in exercising any right under this Agreement constitutes a waiver of that right. No waiver is effective unless in writing and signed by the party against whom enforcement is sought.
8.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving its intent.
8.5 Assignment. Recipient may not assign this Agreement or any rights or obligations hereunder without the prior written consent of PropVault. PropVault may assign this Agreement to any successor in interest without consent.
8.6 Electronic Signature. The parties agree that electronic signatures executed through DocuSign or a comparable service satisfy all requirements of the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).
8.7 Notices. Notices under this Agreement shall be delivered by email to the verified email address of the party to be notified or to such other address as the party may designate in writing. Notices to PropVault shall be sent to [PropVault notice email on file].
9. EXECUTION
Effective Date: [Date set at electronic execution]
Recipient Acknowledgment: By signing below, Recipient acknowledges that Recipient has read this Agreement in full, has had the opportunity to consult with counsel of Recipient's choosing, understands its terms, and intends to be legally bound by it.

RECIPIENT:
Printed Name: [Your verified legal name]
Email: [Your verified email]
Identity Verification Reference: [Identity verification reference]
Signature: [Electronic signature at signing]
Date: [Date at signing]

PROPVAULT, INC.:
By: [Authorized PropVault signatory]
Title: [Title]
Signature: [Electronic signature at signing]
Date: [Date at signing]