Principals Only Agreement

1. Principals Only Requirement

• Principal is acting as a true principal on its own behalf, or as a direct authorized representative of a principal, with full authority to discuss and pursue a transaction.
• Principal is not using Braizor as a broker, finder, intermediary, wholesaler, or agent seeking to shop, syndicate, re-market, or circulate opportunities to unrelated third parties without the express written consent of the applicable counterparty and Braizor.
• Principal shall engage only in direct principal-to-principal communications arising from Braizor matches, unless otherwise expressly approved in writing by Braizor.
• Principal shall promptly disclose to Braizor if it is acting through an affiliate, special purpose entity, nominee, manager, advisor, or other representative structure.

2. Authorized Representatives

• Principal may involve attorneys, accountants, lenders, investors, consultants, employees, officers, directors, managers, or other professional advisors and financing sources who have a legitimate need to know in connection with evaluating or completing a transaction ("Representatives").
• Such Representatives must be informed of the confidential and restricted nature of the opportunity and must be bound by confidentiality and use restrictions at least as protective as those in this Agreement.
• Principal remains fully responsible for any act, omission, breach, circumvention, misuse, or unauthorized disclosure by any of its Representatives.

3. Confidential Information

"Confidential Information" means any nonpublic information provided by Braizor, by another principal, or through the Braizor platform, whether orally, visually, electronically, through AI-generated summaries, messages, data rooms, listing materials, or otherwise.

Confidential Information includes:

• The identity of a seller, buyer, landlord, tenant, business owner, investor, operator, or asset owner.
• The existence of a listing, whisper listing, off-market opportunity, expression of interest, teaser, match, inquiry, or pending transaction.
• Financial, operating, pricing, diligence, legal, and strategic information.
• Braizor-generated analyses, scoring, match logic, transaction recommendations, and internal opportunity insights.
• The fact that discussions, evaluations, or negotiations are taking place.

4. Permitted Use

Principal shall use Confidential Information solely for evaluating and, if applicable, pursuing a potential transaction introduced or facilitated through Braizor.

Principal shall not use Confidential Information to:

• Compete unfairly with the opportunity source.
• Contact counterparties outside the agreed process to avoid Braizor's platform protections.
• Solicit the opportunity for another platform or listing service.
• Build competing datasets or prospecting systems from Braizor-supplied information.
• Exploit the information for any purpose other than a legitimate principal-level evaluation or transaction.

5. Non-Circumvention

During the Term and for twenty-four (24) months thereafter, neither Principal nor any of its Representatives or affiliates shall, directly or indirectly, pursue, negotiate, enter into, or close a transaction with any counterparty, asset, business, property, or opportunity first identified, introduced, surfaced, matched, or materially advanced through Braizor in a manner intended to avoid Braizor's written platform terms, transaction terms, or fee arrangements, if any.

Principal shall not use Braizor's introductions, listing intelligence, match results, or confidential relationship information to move a transaction off-platform in a manner intended to avoid Braizor's economic or contractual interest, whether through another entity, nominee, affiliate, friend, broker, investor group, or special purpose vehicle.

This Section is intended to prevent platform bypass and relationship circumvention, not to impose a traditional brokerage model inconsistent with Braizor's brokerless structure.

6. No Unauthorized Broker Involvement

Unless expressly disclosed in writing and approved by the relevant parties, Principal shall not introduce a broker, finder, intermediary, wholesaler, or advisor into a Braizor-sourced transaction in a manner that changes the economic structure, interferes with direct principal negotiations, or creates an undisclosed claim for commission, fee, or compensation.

Principal shall be solely responsible for any fee claims arising from any unauthorized broker, finder, consultant, or intermediary engaged by Principal.

7. Whisper Listings / Quiet Opportunities

Principal acknowledges that certain opportunities on Braizor may be marketed or shared on a limited, nonpublic, identity-protected, or "whisper" basis.

With respect to any such opportunity, Principal shall not, without prior written permission:

• Reveal the identity of the underlying principal or asset owner.
• Disclose the existence of the opportunity to third parties beyond approved Representatives.
• Use the information to reverse engineer the identity of the opportunity and approach the owner outside Braizor.
• Reproduce, forward, or distribute any teaser, profile, message, summary, diligence material, or AI-generated listing output except as strictly necessary for permitted evaluation.

8. Platform Role; No Guarantee

Braizor is a technology-enabled connection and transaction facilitation platform. Unless expressly stated in a separate written agreement, Braizor is not acting as a real estate broker, business broker, investment banker, legal advisor, tax advisor, or fiduciary to Principal.

Braizor does not guarantee:

• The accuracy or completeness of any listing, diligence material, counterparty statement, AI-generated summary, or transaction information.
• That any match will result in a transaction.
• That any user is creditworthy, truthful, authorized, or suitable.
• That any opportunity is exclusive, available, or free from competing interest.

Principal is responsible for conducting its own independent diligence and obtaining its own legal, tax, accounting, financing, and transaction advice.

9. Ownership of Platform Data and Output

Braizor retains all right, title, and interest in and to its platform, software, workflows, databases, listing structures, match logic, AI tools, internal scoring systems, proprietary outputs, branding, and all related intellectual property.

Principal shall not:

• Copy, scrape, harvest, download in bulk, reverse engineer, decompile, or reproduce Braizor's platform or structured opportunity data.
• Use Braizor content or outputs to train or enhance another competing marketplace, AI system, or data product.
• Remove proprietary notices or rebrand Braizor-generated materials as its own.

10. Exclusions and Required Disclosure

Confidential Information does not include information that Principal can prove by written records:

• Became publicly available through no breach of this Agreement.
• Was already lawfully known without restriction before disclosure.
• Was lawfully obtained from an independent third party without breach of duty.
• Was independently developed without use of Confidential Information.

If Principal is required by law, subpoena, court order, or regulatory process to disclose Confidential Information, Principal shall, to the extent legally permitted, promptly notify Braizor and, if applicable, the originating principal, cooperate reasonably in seeking confidential treatment or protective relief, and disclose only the portion legally required.

11. Return, Destruction, and Deletion

Upon request by Braizor or upon termination of discussions relating to a transaction, Principal shall promptly cease use of the applicable Confidential Information and, upon request, return, destroy, or delete such information, including copies, downloads, notes, summaries, and forwarded materials, except for routine backup copies and materials required by law to be retained.

Any retained information shall remain subject to this Agreement.

12. Term and Survival

This Agreement begins on the Effective Date and continues until terminated by either Party upon written notice.

Notwithstanding termination, Sections relating to confidentiality, non-circumvention, no unauthorized broker involvement, platform protection, ownership, remedies, and dispute provisions shall survive termination in accordance with their terms. Confidentiality obligations survive for two (2) years from disclosure, and non-circumvention obligations survive for twenty-four (24) months after the applicable introduction or match.

13. Remedies

Principal acknowledges that a breach of this Agreement may cause irreparable harm to Braizor and/or the applicable counterparty for which money damages alone may be inadequate. Braizor shall be entitled to seek injunctive relief, equitable relief, specific performance, and all other available remedies at law or in equity, without the necessity of posting bond.

Principal shall also be liable for damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to Principal's breach of this Agreement.

14. Principal Representations and Warranties

Principal represents and warrants that:

• It has full power and authority to enter into this Agreement.
• The information it provides to Braizor is not knowingly false or misleading in any material respect.
• It is using Braizor for legitimate transaction purposes and not to gather intelligence for improper use.
• It will not misrepresent its identity, authority, financial capacity, or transaction intent.
• It will comply with applicable law in connection with its use of Braizor and any resulting transaction.

15. Indemnification

Principal shall indemnify, defend, and hold harmless Braizor and its officers, directors, employees, affiliates, agents, and contractors from and against any claims, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Principal's breach of this Agreement.
• Misuse of Confidential Information.
• Unauthorized broker or intermediary claims arising from Principal's conduct.
• Misrepresentation by Principal.
• Disputes caused by Principal's unauthorized off-platform conduct, circumvention, or contact.

16. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and each Party consents to the jurisdiction of those courts.