terms
Pre-Sale Agreement
Confidentiality, Non-Circumvention, and Transaction Preparation
Version 1.1 | Effective 2026This Pre-Sale Agreement establishes the legal framework for listing, evaluating, and potentially transacting businesses, projects, or intellectual property on the Auctioned Dreams platform.
- Seller: Owner of the Business wishing to list and potentially sell
- Buyer: Party interested in evaluating and potentially purchasing
- Platform: Auctioned Dreams Ltd. facilitating the secure transaction
1 What This Agreement Covers
This Agreement is intentionally strict. All parties acknowledge that breaches result in immediate and enforceable consequences including:
- Liquidated damages of £50,000 per breach or actual damages (whichever is higher)
- Disgorgement of all profits
- Full legal fees and costs
- Public blacklisting and permanent platform ban
- Equitable relief including injunctions
All data, documents, financials, source code, business models, login credentials, intellectual property, presentations, videos, analytics, customer databases, supplier lists, contracts, trade secrets, communications, and any other non-public material disclosed via the Platform.
Includes domain names, websites, hosting accounts, email systems, social media accounts, content libraries, branding materials, trademarks, customer lists, subscriber lists, software, source code, prototypes, intellectual property rights, stock inventory, contracts, and any other tangible or intangible property.
Any potential purchase, acquisition, or transfer of the Business by Buyer from Seller facilitated by the Auctioned Dreams Platform, including negotiations, due diligence, and final sale completion.
The secure holding of funds, credentials, passwords, access codes, or Business Assets by the Platform or designated third-party escrow service until all conditions of a Transaction are fulfilled and verified.
A tiered Non-Disclosure Agreement system requiring separate digital signatures for accessing different levels of sensitive information: Teaser NDA (basic overview), Sensitive Info NDA (financial data), and Full Transaction NDA (complete access including credentials).
The process of embedding unique, invisible identifiers and watermarks into all digital assets shared on the Platform to track unauthorized distribution and establish proof of breach.
1 Confidentiality Obligations
Both Buyer and Seller shall maintain all Confidential Information in strict confidence.
2 Non-Circumvention Clause
All parties agree to conduct ALL communications, negotiations, and transactions exclusively through the Auctioned Dreams Platform.
- Direct contact between Buyer and Seller outside the Platform
- Attempting to complete transactions without Platform involvement
- Circumventing Platform fees or commissions
- Sharing contact information for off-platform communication
- Using revealed information to bypass the Platform
3 Digital Security Measures
The Platform follows a rigorous verification process to ensure transaction security and authenticity:
Seller Submits Verified Listing
Seller completes comprehensive listing form with all required Business Assets, financial information, and supporting documentation.
Buyer Verification & NDA Signing
Interested buyers complete identity verification (KYC) and digitally sign appropriate tier of Multi-Stage NDA.
Platform Asset Verification
Platform team verifies ownership and authenticity of all submitted Business Assets.
Credential Escrow Submission
Seller provides all login credentials and sensitive materials to secure Platform escrow vault.
Listing Approval
Platform confirms all required assets are verified and listing goes live on marketplace.
Post-Listing Compliance Audit
Random audits may occur to maintain compliance. Sellers must respond within 48 hours.
All listings MUST include: Domain names, hosting credentials, email systems, social media accounts, content library, branding assets, software/IP, contracts, financial records, and analytics access. Missing assets prevent listing approval.
Any violation constitutes a material breach resulting in cumulative penalties.
1 Financial Penalties
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Liquidated Damages: £50,000 per breach OR actual damages (whichever is higher)
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Disgorgement of Profits: Return of all profits from unauthorized use
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Legal Fees Recovery: Breaching party pays all legal costs
2 Platform Sanctions
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Immediate Termination: Instant account revocation
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Permanent Ban: Lifetime prohibition from Platform
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Public Blacklisting: Addition to breach registry
3 Dispute Resolution
Step 1: Informal mediation (7 days) → Step 2: LCIA arbitration → Step 3: Court enforcement
Governed by laws of England and Wales. Exclusive jurisdiction: London courts.
1 Regulatory Compliance
All Parties must comply with:
2 Representations & Warranties
Seller warrants: Ownership of all Business Assets, accuracy of information, absence of third-party infringement, no undisclosed liabilities.
Buyer warrants: Authority to transact, sufficient funds, good faith evaluation.
3 Survival of Obligations
These obligations survive termination indefinitely:
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