Legal · musicnurds Standard Agreement
All introductions and opportunity disclosures made by musicnurds are governed by this agreement. Receiving parties must execute this document prior to receiving any confidential information.
musicnurds, a music industry solutions company ("musicnurds" or "Introducing Party"), acting as the duly authorized exclusive representative in connection with the Opportunity described herein.
The individual or entity executing this Agreement, together with its parent companies, subsidiaries, affiliates, officers, employees, agents, advisors, and representatives (collectively, "Receiving Party").
WHEREAS, musicnurds is engaged in the business of music industry advisory, transactions, and introductions, including representation of companies and rights holders in connection with acquisitions, platform sales, publishing transactions, and strategic partnerships;
WHEREAS, musicnurds has developed a relationship with, and holds an engagement to represent, a certain music industry company (the "Target") in connection with the potential sale of the Target's entire platform, business assets, and related interests (the "Opportunity");
WHEREAS, musicnurds wishes to introduce the Opportunity to the Receiving Party in good faith, with the belief that the Opportunity presents a compelling strategic fit;
WHEREAS, as a condition of receiving any information regarding the Opportunity — including, without limitation, the identity of the Target — the Receiving Party agrees to be bound by the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and the disclosure of the Opportunity by musicnurds, the parties agree as follows:
All information disclosed by musicnurds to the Receiving Party in connection with the Opportunity — including the identity of the Target, financial data, operational details, strategic materials, and any other non-public information — shall constitute "Confidential Information."
The Receiving Party agrees to hold all Confidential Information in strict confidence and to use it solely for the purpose of evaluating the Opportunity in good faith through musicnurds.
The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of musicnurds, except to its own advisors, legal counsel, or financial representatives who are bound by equivalent confidentiality obligations.
The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of five (5) years.
The Receiving Party hereby agrees that it shall not, directly or indirectly, contact, solicit, approach, negotiate with, or enter into any agreement or transaction with the Target, its owners, officers, directors, employees, agents, or affiliated parties ("Target Parties"), without the express prior written consent of musicnurds.
This prohibition applies to any transaction or business relationship of any kind involving the Target or any Target Parties, including but not limited to: acquisitions, licensing arrangements, joint ventures, distribution agreements, talent agreements, publishing deals, or any other commercial relationship introduced through or connected to this engagement.
The Receiving Party shall not use the identity of the Target or any Confidential Information disclosed by musicnurds to independently source, approach, or engage the Target through any alternate channel, intermediary, or affiliated party.
The non-circumvention obligations set forth in this Section shall remain in full force and effect for a period of twenty-four (24) months from the effective date of this Agreement with respect to the Target and all Target Parties introduced through this engagement.
The Receiving Party acknowledges and agrees that musicnurds is the exclusive authorized representative of the Target in connection with this Opportunity, and that any transaction involving the Target consummated during the term of this Agreement — or during the tail period — shall be deemed to have been introduced by musicnurds, regardless of the channel through which the transaction ultimately proceeds.
The Receiving Party agrees not to take any action designed to exclude, minimize, or eliminate musicnurds' role in connection with the Opportunity or any related transaction.
In the event that the Receiving Party, any of its affiliates, or any party acting on its behalf enters into a transaction with the Target — whether during or following the term of this Agreement — musicnurds shall be entitled to receive its full negotiated advisory fee or commission as if musicnurds had remained the introducing and advising party throughout.
Fee protection shall apply for a period of twenty-four (24) months following the effective date (the "Tail Period"), covering any transaction involving the Target that was introduced, facilitated, or made possible in whole or in part through information provided by musicnurds.
Any attempt by the Receiving Party to circumvent musicnurds' fee entitlement — including through the use of alternative advisors, direct engagement, or affiliated entities — shall constitute a material breach of this Agreement and shall entitle musicnurds to seek all available legal and equitable remedies.
The Receiving Party acknowledges that a breach or threatened breach of this Agreement would cause irreparable harm to musicnurds, for which monetary damages may be an inadequate remedy.
In the event of a breach, musicnurds shall be entitled to seek: (i) injunctive or other equitable relief without the requirement of posting a bond; (ii) damages equal to the full advisory fee or commission musicnurds would have received had the transaction been properly conducted through musicnurds; (iii) recovery of all legal fees, costs, and expenses incurred in enforcing this Agreement; and (iv) any other remedy available under applicable law.
The remedies set forth herein are cumulative and not exclusive of any other rights or remedies available to musicnurds.
All Confidential Information disclosed under this Agreement is provided solely for the purpose of enabling the Receiving Party to evaluate the Opportunity in good faith with a view toward engaging musicnurds in connection with a potential transaction. No license, ownership interest, or right of any kind in the Confidential Information is transferred to the Receiving Party by virtue of this Agreement or any disclosure made hereunder.
Nothing in this Agreement shall obligate either party to proceed with any transaction, enter into any further agreement, or continue any discussions. Either party may terminate discussions at any time, provided that all obligations of non-circumvention and confidentiality under this Agreement shall survive any such termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes arising under or related to this Agreement shall be resolved through binding arbitration in New York, NY, under the rules of the American Arbitration Association, except that either party may seek emergency injunctive relief in a court of competent jurisdiction.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, understandings, and agreements relating thereto. This Agreement may not be amended except by a written instrument signed by both parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic and digital signatures shall be deemed valid and binding to the same extent as original ink signatures.
Agreed and Accepted