Between: Agee Ventures, LLC, a Tennessee limited liability company (Secretary of State control no. 001375053), doing business as Real Estate Loan Services ("RELS"), PO Box 607, Brighton, TN 38011
And: the company named in the signature block below ("Company").
Effective Date: the date both parties have signed, or the date either party first shares Confidential Information under this NDA, whichever comes first.
Each party may share confidential information with the other while discussing and evaluating a possible title processing relationship, including a free trial file (the "Purpose"). A party sharing information is the "Discloser" and a party receiving it is the "Recipient." The parties agree as follows.
1. About RELS (scope notice)
RELS provides back-office title processing and closing support only.
- RELS is not a lender, mortgage broker, mortgage loan originator or loan servicer. It does not make, arrange, broker, negotiate or service loans, take loan applications or collect loan payments, and does not hold itself out as doing anything that requires a license under T.C.A. Title 45, Chapter 13. "Real Estate Loan Services" is a trade name, not a description of lending.
- RELS does not issue title insurance and is not a title insurer, underwriter, title insurance agent or title agency (T.C.A. Title 56, Chapter 35). It does not solicit, sell or issue title insurance, determine insurability or collect premiums.
- RELS does not give legal advice and is not a law firm. Any document RELS prepares uses forms Company or its attorney selects and is subject to review by Company's licensed attorney.
- RELS is not an escrow, closing or settlement agent and never holds or moves funds or wires, or gives or confirms wire instructions.
All work RELS prepares, including any trial file, is prepared for Company's review. Company's licensed agent or attorney makes all final determinations and signs and issues everything. Nothing in this NDA creates any obligation to do business together.
2. What is confidential
"Confidential Information" means any non-public information a Discloser shares for the Purpose, in any form, whether or not marked, including:
- transaction files, title documents, settlement figures and customer information,
- nonpublic personal information ("NPI") as defined by the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and its rules, such as names combined with Social Security numbers, loan numbers, or account or payment details, and
- system access credentials, security procedures, pricing, business methods, templates, checklists, and client or prospect lists.
Not covered: information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient develops independently without using the Discloser's information; or (d) the Recipient lawfully receives from a third party without restriction. These exceptions never apply to NPI, which is always protected.
3. How Confidential Information must be handled
The Recipient will:
a. use it only for the Purpose;
b. share it only with its owners, employees and contractors who need it for the Purpose and are bound by confidentiality duties at least as protective as this NDA, and with technology and cloud service providers (for example, email, document storage, software and data-processing tools) that process it on the Recipient's behalf under written confidentiality and security terms. RELS will not share Company's Confidential Information with any other person or firm without Company's prior written consent. The Recipient is responsible for compliance by everyone it shares with;
c. protect it with at least reasonable care, and no less care than it uses for its own similar information;
d. for NPI, additionally: - use and disclose it only as needed for the Purpose and as permitted under 15 U.S.C. § 6802(e) and its rules, and never sell or share it otherwise, - keep administrative, technical and physical safeguards designed to meet the standards of the FTC Safeguards Rule (16 C.F.R. Part 314), including limited access, multi-factor authentication, encryption in transit (no unencrypted email attachments or text messages), and secure disposal, - work inside the Discloser's systems where possible, and - notify the Discloser without unreasonable delay, and in any event within 72 hours, after discovering any actual or reasonably suspected unauthorized access to or acquisition of NPI, and cooperate with the Discloser's response and notification obligations, including under T.C.A. § 47-18-2107 where applicable;
e. not copy it, reverse engineer it or remove confidentiality notices, except as needed for the Purpose; and
f. not use the other party's system access beyond what was granted, and promptly tell the Discloser when it no longer needs that access.
4. Required disclosures
If a law, court order, subpoena or regulator requires the Recipient to disclose Confidential Information, it may do so after giving the Discloser prompt notice (where legally allowed) so the Discloser can seek protection, and it will disclose only what is required.
5. Return or destruction
When the Discloser asks, or when discussions end, the Recipient will promptly return or securely destroy the Confidential Information (including NPI) and confirm this in writing on request. It may keep copies it must retain by law or that remain in routine backups, which stay protected under this NDA until destroyed.
6. Term
This NDA covers information shared within two (2) years after the Effective Date. Either party may end that sharing period earlier by written notice. Confidentiality duties last three (3) years after each item of information is shared, except that NPI and trade secrets stay protected for as long as the Recipient holds them (and, for trade secrets, as long as they remain trade secrets under applicable law, including the Tennessee Uniform Trade Secrets Act, T.C.A. § 47-25-1701 et seq.).
7. No license, no warranty, no obligation
All Confidential Information remains the Discloser's property. No license or other right is granted except the limited right to use it for the Purpose. Information is provided "as is." Neither party must enter into any further agreement. Any services will be provided only under a separate written agreement, and RELS makes no promise about turnaround or results for any trial file.
8. Remedies
A breach of this NDA may cause irreparable harm, so the Discloser may seek injunctive relief in addition to any other remedy, without posting a bond where the court allows. Neither party is liable to the other for lost profits or indirect, incidental, special, consequential or punitive damages, except for willful or grossly negligent misuse or disclosure of NPI.
9. Insurance
Each party is responsible for its own insurance. RELS may maintain professional liability or cyber liability insurance, but this NDA does not represent that any particular coverage is in force.
10. General terms
a. Governing law and venue. This NDA is governed by the laws of the State of Tennessee, without regard to its conflict-of-law rules. Any lawsuit must be brought exclusively in the state courts located in Tipton County, Tennessee, or in the United States District Court for the Western District of Tennessee, and each party consents to those courts' jurisdiction.
b. Entire agreement. This is the entire agreement on its subject. If the parties sign a services agreement, that agreement's confidentiality terms control for information shared for services work, and this NDA continues to cover information shared before it.
c. Other terms. Amendments must be in writing and signed by both parties. Neither party may assign this NDA without the other's consent, except to a successor to substantially all of its business. If any term is held unenforceable, the rest stays in effect. This NDA may be signed electronically under the Tennessee Uniform Electronic Transactions Act (T.C.A. § 47-10-101 et seq.) and in counterparts. Notices may be sent by email (RELS: hello@realestateloanservices.com; Company: the email in its signature block).