Non-Circumvention Non-Disclosure Agreement

Part A — Common Terms (All Users)

A1. Brokerage Role & Limitation of Liability

BuyBiashara.com is a business brokerage and marketplace platform. We facilitate connections between business sellers and prospective buyers, assist in deal structuring, and may provide ancillary services including business valuations and escrow management.

BuyBiashara.com is a facilitator, not a guarantor. We make no representations or warranties regarding:

• The accuracy of any business information listed on the platform
• The viability, profitability, or future performance of any listed business
• The ability of any party to complete a transaction
• The accuracy or outcome of any valuation conducted

Exit Bridge 67 Ltd shall not be liable for any loss, damages, or costs arising from a failed transaction, inaccurate information, or any party's failure to perform their obligations, whether direct, indirect, or consequential.

A2. Non-Circumvention

The User agrees not to bypass, circumvent, or exclude BuyBiashara.com from any transaction, negotiation, or business relationship that originated through or was facilitated by the platform.

This includes but is not limited to:

• Contacting a counterparty introduced through BuyBiashara.com outside the platform to negotiate or conclude a deal without the platform's involvement
• Referring a counterparty introduced through BuyBiashara.com to a third party to complete a transaction that bypasses the platform
• Structuring a transaction in a manner designed to avoid triggering the platform's commission or fees

This obligation remains in force for 24 months following the termination or expiry of the User's engagement with the platform, or the date of the last introduction facilitated by BuyBiashara.com, whichever is later.

A3. Penalties for Non-Circumvention Breach

In the event of a breach of Clause A2, the breaching party shall be liable to Exit Bridge 67 Ltd for:

• The full commission that would have been payable on the transaction, calculated at the agreed commission rate or, where no rate was agreed, at BuyBiashara.com's standard published commission rate at the time of the breach
• A penalty fee equal to 15% of the transaction value or KES 500,000, whichever is greater, as liquidated damages
• All legal and recovery costs incurred by Exit Bridge 67 Ltd in pursuing the breach

The parties agree that the above represents a genuine pre-estimate of the loss suffered by BuyBiashara.com in such circumstances and is not a penalty in the legal sense.

A4. Escrow

Where BuyBiashara.com acts as escrow agent for a transaction:

• Funds deposited in escrow are held by Exit Bridge 67 Ltd on behalf of the transacting parties
• Funds will only be released as per the release schedule agreement signed by both parties beforehand, once the agreed conditions for release have been met, or upon a binding resolution of any dispute between them
• BuyBiashara.com provides escrow services as a facilitation service only
• In the event of a dispute over escrow funds, BuyBiashara.com reserves the right to hold funds pending resolution and may apply to a competent court or arbitrator for direction

A5. Valuation Services

Users may commission a business valuation through BuyBiashara.com for a fee agreed at the time of the request. The User acknowledges that:

• Valuations are advisory in nature only and do not constitute a guarantee of sale price, investment return, or business performance
• Valuation fees are non-refundable once the valuation process has commenced
• A valuation report is confidential and prepared solely for the use of the commissioning party
• BuyBiashara.com accepts no liability for decisions made on the basis of a valuation report

A6. Representations & Warranties

Each User represents and warrants that:

• They have full legal capacity and authority to enter into this Agreement
• They are not entering this Agreement on behalf of a third party without proper authorisation
• All information they provide to BuyBiashara.com and to other users on the platform is, to the best of their knowledge, accurate, complete, and not misleading
• They will promptly notify BuyBiashara.com of any material change to information previously provided

A7. Platform Conduct

Users agree not to:

• List, represent, or market a business they do not own or are not duly authorised to sell
• Provide false, misleading, or fraudulent financial or operational information
• Engage in bad-faith negotiations with the intent of extracting confidential information without genuine interest in completing a transaction
• Use information obtained through the platform for any purpose other than evaluating or completing a transaction facilitated by BuyBiashara.com

A8. Data Retention

The User acknowledges and agrees that:

• Business listing data, transaction records, communications, and related information submitted to BuyBiashara.com are retained by Exit Bridge 67 Ltd for business intelligence, platform improvement, and operational purposes
• Data will not be deleted at the User's request unless Exit Bridge 67 Ltd independently determines that deletion is appropriate, subject to applicable law
• Data handling and privacy practices are governed separately by BuyBiashara.com's Privacy Policy and Terms & Conditions

A9. Dispute Resolution

This Agreement is governed by the laws of Kenya. In the event of a dispute:

• The parties shall first attempt resolution through good-faith negotiation within 21 days of written notice of the dispute
• If unresolved, the dispute shall be referred to arbitration in Nairobi under the Arbitration Act (Cap 49), with a single arbitrator agreed upon by both parties or, failing agreement, appointed by the Chartered Institute of Arbitrators (Kenya Branch)
• The arbitrator's decision shall be final and binding

A10. Commission

The commission rate applicable to any transaction facilitated by BuyBiashara.com shall be agreed between the User and their dedicated BuyBiashara agent, either verbally (subsequently confirmed in writing) or in writing prior to the transaction being concluded. Where no rate has been expressly agreed, BuyBiashara.com's standard published commission rate at the time of the transaction shall apply.

A11. Term & Survival

This Agreement takes effect upon acceptance and remains active for the duration of the User's engagement with the platform. The following clauses survive termination or expiry:

• A2 & A3 (Non-Circumvention & Penalties) — 24 months post-termination
• A4 (Escrow) — until all escrow funds are fully released
• A7 (Platform Conduct) — indefinitely
• A8 (Data Retention) — indefinitely, subject to applicable law

Part B — Seller-Specific Terms

B1. Brokerage Mandate

By listing a business on BuyBiashara.com, the Seller formally appoints Exit Bridge 67 Ltd as their authorised broker for the sale of the listed business. Exit Bridge 67 Ltd agrees to:

• Market the business to prospective buyers on the platform
• Screen and verify buyer interest before disclosure of sensitive information
• Facilitate negotiations, due diligence, and deal structuring
• Manage the transaction process through to completion

This mandate is non-exclusive unless a separate exclusivity agreement is executed in writing.

B2. Ownership & Authority

The Seller confirms that:

• They are the legal owner of the business being listed, or hold a duly authorised mandate from the owner to list and negotiate its sale
• The business is free of any undisclosed encumbrances, legal disputes, or third-party claims that would materially affect its sale
• They have the authority to accept an offer and execute a sale without requiring undisclosed third-party consent

Misrepresentation of ownership constitutes a material breach of this Agreement and may result in immediate removal of the listing, forfeiture of all fees paid, and legal action.

B3. Confidentiality — Seller's Protection

BuyBiashara.com agrees to treat all business information provided by the Seller as strictly confidential. Business details shall only be disclosed to:

• Prospective buyers who have been screened by the platform
• Buyers who have executed a Non-Disclosure Agreement prior to receiving sensitive information
• And solely for the purpose of facilitating the evaluation and purchase of the listed business

The Seller grants BuyBiashara.com a limited licence to use business information (including descriptions, financial summaries, and images) for the purpose of marketing the listing on the platform.

B4. Success Fee & Commission

The Seller agrees to pay BuyBiashara.com a success fee (commission) upon the successful completion of a sale. The commission is:

• Calculated on the final agreed transaction price
• At the rate agreed with the Seller's dedicated BuyBiashara agent, verbally and confirmed in writing, or in writing prior to the transaction being concluded
• Payable within 7 days of the transaction closing or escrow release, whichever is earlier

No commission is payable if a transaction does not complete, except where non-completion results from the Seller's withdrawal after an offer at or above the floor selling price has been accepted.

Part C — Buyer-Specific Terms

C1. Non-Disclosure Obligations

The Buyer acknowledges that in the course of evaluating businesses on BuyBiashara.com, they will receive confidential and commercially sensitive information about businesses and their owners. The Buyer agrees to:

• Keep all such information strictly confidential
• Use the information solely for the purpose of evaluating a potential acquisition of the specific business for which it was disclosed
• Not share, reproduce, or distribute any confidential information to any third party without the prior written consent of BuyBiashara.com and the relevant Seller
• Not use confidential information to compete with, solicit customers of, or damage the business being evaluated

These obligations survive the termination of any acquisition discussions and remain in force for 24 months from the date of last disclosure.

C2. Buyer Conduct & Good Faith

The Buyer agrees to:

• Engage in all negotiations and due diligence in good faith
• Not request confidential information without a genuine and serious intent to evaluate the business for acquisition
• Promptly notify BuyBiashara.com if they decide not to proceed with an acquisition

C3. Valuation

If the Buyer commissions a valuation, the terms of Clause A5 apply. The Buyer acknowledges that a valuation is not a recommendation to acquire and does not bind the Seller to any particular price.