Marketplace User Confidentiality & Non-Disclosure Agreement

Version 1.0 · Effective August 13, 2026

Keeping the identities, intentions, and communications of every lawyer, law firm, and party in The Marketplace protected from public disclosure is a material obligation of your participation in the platform and services provided via thelawpracticeexchange.com and themarketplace.law (collectively, “The Marketplace").

Confidentiality preserves a firm’s operations, brand, and goodwill and therefore its value until a deal is reached and an agreed announcement can be made.

By creating your account or using The Marketplace, you consent to the confidentiality and non-disclosure terms below (this "Confidentiality Agreement").

1. Agreement & Parties

You, as a potential buyer, seller, or other interested party (or a representative of one), desire to explore potential lawyer and law firm business opportunities. In exchange for information on law firms, lawyers, or other Marketplace parties — provided by such parties directly or by the principals, associates, agents, or employees of The Law Practice Exchange, LLC ("LPE") — you agree to the terms herein with LPE and with each user whose Confidential Information you receive.

A party disclosing Confidential Information on behalf of itself and/or its Affiliates is a "Disclosing Party"; a party receiving Confidential Information on behalf of itself and/or its Affiliates is a "Receiving Party." "Affiliates" means any person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a party — where "control" means the power, directly or indirectly, to (a) vote at least 10% of the equity interests having ordinary voting power, or (b) direct the management and policies of the entity, whether by contract or otherwise.

2. Protecting Confidential Information

You acknowledge that Confidential Information provided to you as a Receiving Party is sensitive and confidential, and that its disclosure to others would damage the Disclosing Party and LPE’s relationship with them. You agree:

• You will not disclose any Confidential Information to any person who has not also accepted this Confidentiality Agreement or equivalent obligations — except to obtain confidential advice and counsel from your professional advisors, in which case you agree to obtain their consent to maintain such confidentiality.
• Confidential Information you must protect specifically includes: the identity of any practice and its owners; the fact that a law practice is for sale or that a party is looking to purchase; and all other data shared or otherwise deemed or intended to be confidential from a Disclosing Party, LPE, or proprietary to LPE.
• If requested, all Confidential Information provided to you by a Disclosing Party shall be returned to that Disclosing Party or to LPE — without retaining copies, summaries, analyses, or extracts — in the event the review is terminated.

3. Independent Verification of Information

Prior to finalizing an agreement to sell, purchase, or enter a business relationship, you understand it is your responsibility to perform an independent verification of all information shared. LPE is not responsible for the accuracy of any such information, and you agree to indemnify and hold LPE harmless from any claims or damages resulting from its use. You will look only to the Disclosing Party and to your own investigation for all Confidential Information and other information regarding any opportunity reviewed.

LPE does not give tax, accounting, or legal advice and is not engaged by you to do so. No resources, tools, or help provided in The Marketplace should be construed as such.

4. Communications — Marketplace Channels Only

You will not directly contact any law practice, its owners, employees, contract relationships, referral sources, or clients except through The Marketplace’s mediums of communication, until otherwise authorized by LPE or by the other party involved in the discussions.

You will respond to all correspondence, inquiries, and agreement information requests from LPE so that LPE may update its records and/or calculate its fee payable by you and any other party with whom you enter a relationship through The Marketplace.

5. Identification of LPE; Closing Notice

Should you enter into an agreement or relationship with any Marketplace law firm or lawyer, said agreement will acknowledge that LPE introduced the relationship through The Marketplace and that LPE’s fees are payable under The Marketplace Terms & Conditions. Additionally, you agree to notify LPE of the closing agent, date, time, and location at least three (3) days prior to any finalization of a relationship.

6. Confidential Information — Definition

"Confidential Information" means all confidential technical, business, operational, financial, and other information, whether in oral, written, graphic, machine-readable, or other form, furnished by or on behalf of a Disclosing Party to a Receiving Party — regardless of whether marked "Confidential" — or otherwise learned by the Receiving Party in relation to the Disclosing Party’s (and its Affiliates’) business, operations, finances, or technology that the Disclosing Party treats confidentially or that has or may have commercial and economic value or other utility. This includes, without limitation: information regarding the purpose of a party’s use of The Marketplace and its identity in The Marketplace; strategies, forecasts, proposals, and projections; customer/account and supplier identities, characteristics, agreements, and account information (including pricing and services); customer/account/client lists; case and matter details; training, techniques, formulas, inventions, discoveries, research and development, test results, specifications, know-how, and trade secrets; business plans, financial statements, financial condition, operating processes and results, and other financial information; and prospects, consultants, vendors, advisors, employees, and business and marketing plans, processes, and markets of a Disclosing Party.

Confidential Information includes the identities of the parties, the existence of the discussions, and all notes, analyses, compilations, studies, interpretations, or other documents prepared by the Receiving Party or its representatives which contain or are based upon, in whole or in part, the information disclosed by the Disclosing Party. It also includes information belonging to a third party that may be disclosed only under obligations of confidentiality. Each party acknowledges that the Confidential Information it discloses is valuable, confidential, and a trade secret.

Exclusions: Confidential Information shall not include information which: (i) was publicly known and made generally available in the public domain prior to disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party; (iii) is in the possession of the Receiving Party at the time of disclosure; (iv) is received from another source who disclosed it lawfully without an obligation of confidentiality; or (v) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

7. Employee Non-Solicitation

Each party agrees not to solicit the other party’s employees for a term of one (1) year following the termination of any discussions conducted under this Confidentiality Agreement.

8. Indemnification; Liability Cap

Each party agrees to indemnify and hold the other harmless with respect to any and all losses, damages, or expenses (including reasonable attorney’s fees) which either party sustains as a result of the other’s negligent acts, errors, or omissions in carrying out the responsibilities in this Confidentiality Agreement. The indemnified party shall provide the indemnifying party with prompt written notice of any indemnification claim. However, to the fullest extent permitted by law, you agree that the total for any claim you may bring against LPE for damages, however arising — including but not limited to LPE’s action, inaction, breach of contract, or negligence — shall not exceed the amount paid to LPE for any services rendered, or $50,000, whichever is greater.

To the fullest extent permitted by law, LPE will not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any lost profits, lost business, or loss of data, arising out of or relating to this Confidentiality Agreement or your use of The Marketplace, whether based in contract, tort, or any other theory, and even if LPE has been advised of the possibility of such damages. These limitations are in addition to, and intended to be consistent with, the limitations of liability in LPE’s Standard Terms and Conditions.

9. General Terms; Enforcement; Acceptance

This Confidentiality Agreement cannot be modified, amended, supplemented, or rescinded except in writing executed by the parties. It is not subject to the doctrine of construction of ambiguity against the drafter, and is binding on the parties, their heirs, successors, and assigns.

This Confidentiality Agreement is to be read together with LPE's Marketplace Terms & Conditions and Standard Terms & Conditions as complementary parts of a single relationship and is subject to the order-of-precedence provision in the Standard Terms. On matters of confidentiality, this Confidentiality Agreement controls.

If any provision of this Confidentiality Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.

Venue for any controversy or dispute under this Confidentiality Agreement shall be the courts of Wake County, North Carolina, where injunctive relief and reasonable costs as well as other remedies shall be available, and the terms hereof shall be construed in accordance with the laws of North Carolina.

This Confidentiality Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A facsimile, e-signature, electronic consent, or copy of this Confidentiality Agreement is legal and binding.