THE ROUND TABLE
CONFIDENTIALITY, NON-CIRCUMVENTION, NON-SOLICITATION & MEMBERSHIP AGREEMENT
1. PURPOSE
The Round Table ("Group") exists to facilitate candid and collaborative discussions among experienced professionals regarding business strategy, operations, development, investment opportunities, acquisitions, partnerships, financing, management, and industry best practices.
Members recognize that the value of the Group depends upon trust, openness, and the protection of sensitive information. Accordingly, each member agrees to the following terms as a condition of membership.
2. DEFINITIONS
Confidential Information includes all non-public information disclosed by any member during Group activities, including acquisitions, development projects, site selection activities, investor relationships, financial statements, underwriting, projections, marketing initiatives, proprietary systems, operational data, and membership information.
Opportunity means a specifically identified transaction, property, project, acquisition, development site, investment, partnership, financing opportunity, business relationship, or other commercial opportunity disclosed by a member with sufficient detail that another member could reasonably pursue it.
3. CONFIDENTIALITY OBLIGATIONS
Members agree to maintain Confidential Information in strict confidence, use it solely for Group purposes, and not disclose or distribute it without written consent. These obligations survive membership for three (3) years.
4. NON-CIRCUMVENTION
Members shall not directly or indirectly circumvent another member regarding any Opportunity introduced through the Group, including contacting or pursuing introduced relationships for the purpose of bypassing the originating member. This restriction remains in effect for twenty-four (24) months after disclosure.
5. LIMITED NON-USE OF DISCLOSED OPPORTUNITIES
No member may pursue, acquire, invest in, partner on, compete for, or otherwise participate in a disclosed Opportunity without the prior written consent of the presenting member.
6. NON-SOLICITATION
During membership and for twelve (12) months thereafter, members shall not knowingly solicit another member's employees, contractors, investors, partners, clients, or customers whose relationship became known through the Group.
7. MEMBER DIRECTORY AND CONTACT PROTECTION
Member directories and contact information may not be harvested, used for mass marketing, recruiting, or unrelated commercial purposes.
8. FOUNDER AND GROUP INTELLECTUAL PROPERTY PROTECTION
The Round Table's name, branding, curriculum, frameworks, meeting structure, materials, and membership model are proprietary and may not be used to create a substantially similar competing organization for twenty-four (24) months after membership ends.
9. RECORDINGS AND MEDIA
No meeting may be recorded without prior written approval. Approved recordings remain Confidential Information.
10. RETURN OR DESTRUCTION OF MATERIALS
Upon termination of membership, members shall return or destroy confidential materials and certify compliance upon request.
11. SAFE-HARBOR RULE
What is shared in The Round Table stays in The Round Table. Members may share generalized learnings but not specific members, transactions, financial data, or identifiable opportunities without consent.
12. BREACH AND REMEDIES
The Group and affected members may seek injunctive relief, damages, attorney fees, suspension, or expulsion for violations.
13. DISPUTE RESOLUTION
Disputes shall first be mediated and, if unresolved, submitted to binding arbitration.
14. REASONABLENESS AND SEVERABILITY
If any provision is unenforceable, the remaining provisions shall remain in effect.
15. GOVERNING LAW
This Agreement shall be governed by the laws of the state in which The Round Table is organized.
16. ACKNOWLEDGMENT
By signing below, the member agrees to be bound by this Agreement.
