Project Cornerstone | Level 2 — CIM & Proprietary Data Access | Version 1.0 | June 24, 2026
This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of the date of electronic acceptance (the “Effective Date”) by and between Focus Investment Banking, LLC (“FOCUS”), acting as agent for and on behalf of the applicable Disclosing Party (“Project Cornerstone”), and the individual or entity accepting this Agreement electronically (“Receiving Party”). Project Cornerstone, Disclosing Party, and Receiving Party may each be referred to as a “Party” and collectively as the “Parties.” The entity represented by Project Cornerstone will be disclosed after this Agreement is executed and will in all aspects be a Disclosing Party to this Agreement as further defined below.
Purpose. This Level 2 Agreement governs access to Confidential Information Memoranda (CIMs), Confidential Information Packages (CIPs), financial models, management presentations, due diligence packages, and similar proprietary materials disclosed in the context of (a) offering a business for sale, (b) seeking to acquire a business, or (c) raising capital, through or in connection with Project Cornerstone. This Agreement imposes materially greater obligations than the Level 1 Agreement.
As used in this Agreement:
(a) “Disclosing Party” means the company, individual, or investment advisor presenting materials through Project Cornerstone, including Focus acting as agent therefor and the Project Cornerstone target company.
(b) “Confidential Information” means all information and materials furnished to Receiving Party in connection with a potential Transaction, whether written, oral, visual, electronic, or otherwise, including without limitation: CIMs, CIPs, financial statements and projections, customer lists, employee information, intellectual property, technology, pricing, business plans, transaction structures, and all notes, analyses, compilations, studies, and summaries derived therefrom. Confidential Information shall include the fact that materials have been provided and that discussions are taking place. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Receiving Party or its Representatives; (ii) was already in Receiving Party’s possession prior to disclosure, as evidenced by written records; (iii) is independently developed by Receiving Party without use of or reference to Confidential Information; or (iv) is received from a third party not known by Receiving Party to be in breach of any obligation to Disclosing Party.
(c) “Representatives” means Receiving Party’s officers, directors, employees, partners, members, affiliates, co-investors, attorneys, accountants, financial advisors, consultants, bankers, and financing sources, but only those who have actually received Confidential Information. For the avoidance of doubt, a person shall not be deemed a Representative solely by reason of affiliation with Receiving Party if such person has not received Confidential Information.
(d) “Transaction” means any potential investment, acquisition, merger, sale, capital raise, strategic partnership, or other business combination involving Disclosing Party that is the subject of the Confidential Information.
(e) “Permitted Purpose” means the evaluation and, if applicable, the negotiation and consummation of a Transaction.
Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever; (c) not disclose, publish, disseminate, or otherwise make available any Confidential Information to any person other than Representatives who need to know such information specifically for the Permitted Purpose; and (d) inform all Representatives of the confidential nature of the materials and direct them to abide by the obligations of this Agreement. Receiving Party shall use no less than the same degree of care to protect Confidential Information as it uses to protect its own most sensitive confidential information, and in any event not less than reasonable care. Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
Prior to disclosing Confidential Information to any Representative, Receiving Party shall either (a) direct such Representative in writing to abide by the terms of this Agreement, or (b) if so directed by Disclosing Party, cause such Representative to execute a separate confidentiality agreement in form and substance reasonably acceptable to Disclosing Party. In either case, Receiving Party’s responsibility for Representative compliance shall not be diminished.
If Receiving Party or any Representative is required by law, rule, regulation, legal process, or judicial or governmental order to disclose any Confidential Information, Receiving Party shall, to the extent legally permissible: (a) provide prompt written notice to Disclosing Party before any disclosure; (b) cooperate reasonably with Disclosing Party, at Disclosing Party’s sole cost and expense, in seeking a protective order or other appropriate remedy; and (c) disclose only that portion of Confidential Information that is legally required and use commercially reasonable efforts to ensure that confidential treatment is accorded to any Confidential Information so disclosed.
For a period of twenty-four (24) months from the Effective Date:
(a) No-Contact. Receiving Party shall not initiate or maintain contact with any known officer, director, employee, or agent of Disclosing Party regarding the matters contemplated herein, except with the express prior written consent of Disclosing Party or Project Cornerstone target company after identified.
(b) Non-Solicitation. Receiving Party and its affiliates shall not, directly or indirectly, solicit for employment or hire any senior management employee of Disclosing Party of whom Receiving Party became aware in connection with the Transaction, without the prior written consent of Disclosing Party. This restriction shall not apply to: (i) employees who have not been employed by Disclosing Party for at least six (6) months; (ii) employees who initiate contact with Receiving Party on their own initiative; (iii) individuals contacted through a general, non-targeted employment search; or (iv) individuals with whom Receiving Party was in active employment discussions prior to the Effective Date.
(c) Non-Diversion. Receiving Party shall not, using Confidential Information, directly or indirectly divert or attempt to divert any business, customer, or supplier of Disclosing Party.
Upon Disclosing Party’s written request, or upon the termination of discussions regarding a Transaction, Receiving Party shall promptly (and in any event within ten (10) business days) return or destroy, at Receiving Party’s election, all tangible Confidential Information and all copies, extracts, or notes derived therefrom. Receiving Party’s legal counsel may retain one (1) archival copy solely to document the scope of obligations hereunder. Receiving Party shall, upon request, certify in writing its compliance with this Section. Notwithstanding the foregoing, Receiving Party is not required to destroy Confidential Information: (a) retained pursuant to automated backup or archival processes in the ordinary course of business; or (b) to the extent retention is required by applicable law or regulation, provided in each case that any retained Confidential Information shall remain subject to this Agreement for so long as it is retained.
Neither Disclosing Party nor Project Cornerstone target company represents or warrants the accuracy or completeness of any Confidential Information. Nothing in this Agreement obligates either party to proceed with any Transaction or to enter into any definitive agreement. No license, option, or other right in any intellectual property is granted by this Agreement.
This Agreement is effective upon electronic acceptance and continues for twenty-four (24) months. Obligations with respect to Confidential Information disclosed during the term shall survive expiration and continue for no less than twenty-four (24) months from the Effective Date. This Agreement shall not be limited or superseded by any click-through or data room access agreement entered into in connection with this Transaction unless such agreement expressly and specifically supersedes this Agreement by name.
This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. The parties consent to the jurisdiction of the federal and state courts of the State of California. The parties waive all right to trial by jury. Receiving Party acknowledges that breach may cause irreparable harm, not adequately compensated by monetary damages, and that Disclosing Party may seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond. The prevailing party in any litigation (including Arbitration) to interpret or enforce this Agreement, or prosecute or defend any claim arising from this Agreement shall be entitled to that party’s attorneys’ fees and court costs incurred therein.
(a) This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings relating thereto. (b) This Agreement may not be amended except by a written instrument signed by both parties. (c) If any provision is held unenforceable, the remaining provisions shall continue in full force. (d) Disclosing Party is an express third-party beneficiary of this Agreement. (e) Neither party may assign this Agreement without the prior written consent of the other. (f) Failure to enforce any provision shall not constitute a waiver.
Receiving Party’s electronic acceptance constitutes a legally binding signature under the E-SIGN Act and applicable state law. Project Cornerstone shall retain a timestamped, IP-logged record of acceptance. By accepting, Receiving Party represents that it is duly authorized to bind the organization identified.
By clicking “I Agree” or checking the box below and proceeding to access the materials, you acknowledge that you have read, understood, and agree to be bound by all terms of this Agreement. Your electronic acceptance constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq., and applicable state law.
