Confidentiality and NDA Overview

1. Confidentiality Framework

Confidentiality is fundamental to the Fence and Ledger platform. The exchange of commercial loan opportunities involves sensitive financial data, borrower information, and institutional strategies that require robust protection. This document provides an overview of the confidentiality framework that governs all activity on the Platform.

2. Platform-Level Confidentiality Agreement

All members agree to a platform-level confidentiality agreement as a condition of membership. This agreement establishes baseline obligations that apply to all interactions on the Platform, including:

• Non-disclosure of deal data, counterparty identities, and transaction details to non-members
• Restriction of information use to the evaluation and execution of specific deal opportunities
• Obligation to protect received information with at least the same care applied to the member's own confidential information
• Prohibition on forwarding, copying, or distributing documents obtained through the Platform outside of authorized recipients
• Return or destruction of confidential materials upon request or when a deal is not pursued

3. Deal-Specific NDAs

In addition to the platform-level agreement, counterparties may execute deal-specific non-disclosure agreements for individual transactions. The Platform provides template NDA documents that can be customized for specific deal requirements. Deal-specific NDAs are managed between the counterparties and are not administered by Fence and Ledger.

Fence and Ledger recommends that members consult their own legal counsel when entering into deal-specific NDAs and when determining the appropriate level of confidentiality protection for any particular transaction.

4. What is Considered Confidential

Confidential information on the Platform includes, but is not limited to:

• Deal documentation, loan packages, financial statements, and appraisals
• Borrower identity and financial information
• Transaction terms, pricing, and negotiation history
• Counterparty communications and platform messages
• Trust scores, feedback, and transaction history of other members
• Any information marked or reasonably understood to be confidential

5. Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of confidential information; or (d) is required to be disclosed by law, regulation, or legal process, provided that the receiving party gives prompt notice to the disclosing party to the extent permitted.

6. Technical Safeguards

The Platform enforces confidentiality through technical measures including encrypted document delivery, signed and expiring URLs, document watermarking, access logging, role-based permissions, and seller-controlled access approvals. These safeguards complement but do not replace the contractual obligations established in the platform-level confidentiality agreement.

7. Duration

Confidentiality obligations under the platform-level agreement survive termination of membership. Members remain bound by their confidentiality obligations with respect to any information received during their membership for a period of three (3) years following the termination of their membership, or such longer period as may be specified in any deal-specific NDA.

8. Breach and Remedies

A breach of confidentiality obligations may result in immediate suspension or termination of membership, in addition to any legal remedies available to the affected party. Members acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be insufficient, and that the disclosing party may seek injunctive relief in addition to other remedies.

9. Contact

Questions about confidentiality obligations should be directed to legal@fenceandledger.com or through the Contact page.