1. Mutual Non-Disclosure & Non-Compete Agreement (NDA/NCA)
This Agreement is entered into by and between Rive Cove LLC ("Disclosing Party") and ("Receiving Party").
1. Definition of Confidential Information
"Confidential Information" means all non-public information relating to Rive Cove, including but not limited to: business plans, financial projections, architectural renderings, vessel blueprints, USCG compliance strategies, vendor lists (including A&M Manufacturing), pricing models, marketing strategies, and the core concept of a luxury floating day club on the Cumberland River.
2. Non-Disclosure Obligations
The Receiving Party agrees to:
•Hold all Confidential Information in strict confidence.
•Not disclose, distribute, or disseminate the Confidential Information to any third party without prior written consent.
•Use the Confidential Information solely for the purpose of evaluating a potential investment, partnership, or employment relationship with Rive Cove.
3. Non-Compete & Non-Solicitation (3-Year Term)
To protect the proprietary nature of the Rive Cove concept, the Receiving Party agrees that for a period of three (3) years following the date of this Agreement, they shall not:
•Directly or indirectly build, fund, operate, or consult for any competing luxury floating vessel, day club, or party barge business within the United States.
•Solicit, hire, or attempt to poach any employees, contractors, or marine fabricators introduced to them by Rive Cove.
•Circumvent Rive Cove by dealing directly with any disclosed vendors, marinas, or manufacturers to replicate the business model.
4. Intellectual Property Ownership
Any feedback, suggestions, or ideas provided by the Receiving Party regarding the Rive Cove concept shall automatically become the exclusive property of Rive Cove LLC. The Receiving Party waives any claim to co-ownership or compensation for such contributions.
5. Injunctive Relief
The Receiving Party acknowledges that a breach of this Agreement will cause irreparable harm to Rive Cove LLC, and Rive Cove shall be entitled to seek immediate injunctive relief in a court of law, in addition to any monetary damages.
2. Finder's Fee Agreement
This Agreement is entered into between Rive Cove LLC ("Company") and ("Finder").
1. Purpose
The Finder has offered to introduce the Company to potential private investors for the purpose of securing capital to launch the Rive Cove floating day club.
2. The Finder's Fee
The Company agrees to pay the Finder a flat, one-time fee of $7,500.00 (Seven Thousand Five Hundred Dollars) for each individual investor introduced by the Finder who successfully closes and funds a minimum investment of $425,000 into Rive Cove LLC.
3. Conditions of Payment
•The fee is strictly contingent upon the successful closing and receipt of funds in the Company's bank account. If an introduced investor does not fund, no fee is owed.
•The fee shall be paid to the Finder within fourteen (14) days of the investor's funds clearing.
•This is a flat fee arrangement. The Finder shall not receive any percentage of the capital raised, nor any ongoing equity, royalties, or profit-sharing in Rive Cove LLC.
4. Finder's Limitations
The Finder acknowledges that they are acting as an independent introducer and NOT as a licensed broker-dealer. The Finder has no authority to:
•Negotiate investment terms on behalf of the Company.
•Make representations, guarantees, or promises regarding Rive Cove's financial performance.
•Bind the Company to any contract or agreement.
5. Confidentiality
The Finder agrees to be bound by the Rive Cove Mutual Non-Disclosure & Non-Compete Agreement prior to receiving any pitch decks, financial models, or business plans to share with potential investors.
