Broker Confidentiality Agreement

Last updated: 10/1/2026 Download PDF

This Confidentiality Agreement (the "Agreement") is entered into between Acquio LLC, a Wyoming limited liability company ("Acquio"), and the individual or entity registering for an Acquio broker account (the "Broker"). Acquio and the Broker are each a "Party" and together the "Parties." The Agreement takes effect on the date the Broker accepts it during account registration (the "Effective Date").

1. Purpose

Acquio provides a software platform that helps business brokers analyze, value, and market businesses on behalf of their clients (the "Services"). To use the Services, the Broker will upload or otherwise provide information about the Broker's business and its sell-side clients. This Agreement sets out how Acquio will protect that information (the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public information the Broker or its personnel provide to Acquio, in any form, in connection with the Services, including:

  • (a) Client Data. This means information about the Broker's current, former, or prospective clients and their businesses, including tax returns, financial statements, profit and loss statements, balance sheets, general ledgers, bank statements, owner questionnaires, addback and recast information, customer and supplier information, employee information, and the identity of any business being marketed for sale.
  • (b) Broker Business Information. This means the Broker's client lists, pipeline, fee arrangements, pricing, templates, methodologies, and other non-public business information.
  • (c) Derived Materials. This means all analyses, recasts, valuations, reports, CIMs, exports, and other outputs the Services generate that contain or are derived from the information in (a) or (b).

3. Exclusions

Confidential Information does not include information that Acquio can show by documentary evidence:

  • (a) is or becomes generally available to the public through no act or omission of Acquio;
  • (b) was lawfully known to Acquio without confidentiality restrictions before the Broker disclosed it;
  • (c) is lawfully received by Acquio from a third party with no duty of confidentiality; or
  • (d) is independently developed by Acquio without use of or reference to the Confidential Information.

4. Acquio's Obligations

Acquio will:

  • (a) use Confidential Information solely to provide, maintain, secure, and support the Services for the Broker, and for no other purpose;
  • (b) not sell, rent, license, or otherwise disclose Confidential Information to any third party except as this Agreement permits;
  • (c) not make Client Data visible to any other user of the Acquio platform unless the Broker directs or authorizes it, for example by sharing a report or granting a user access;
  • (d) limit access to Confidential Information to Acquio's employees and contractors who need it to provide the Services and who are bound by confidentiality obligations at least as protective as this Agreement; and
  • (e) protect Confidential Information using at least the degree of care it uses for its own confidential information, and no less than reasonable administrative, technical, and physical safeguards, including encryption in transit and at rest.

5. Service Providers and AI Processing

  • (a) Acquio may use third-party service providers to operate the Services, including cloud hosting, data storage, and artificial intelligence and large language model providers (together, "Subprocessors"). Acquio will share Confidential Information with a Subprocessor only as needed to provide the Services. Each Subprocessor must be bound by written obligations to protect the information that are at least as protective as this Agreement.
  • (b) Acquio will not use Client Data to train, or permit any Subprocessor to use Client Data to train, any generally available artificial intelligence or machine learning model.
  • (c) Acquio will keep a current list of its Subprocessors available to the Broker on request.
  • (d) Acquio is responsible for its Subprocessors' compliance with this Section.

6. Aggregated and De-identified Data

Acquio may create and use aggregated, de-identified data derived from use of the Services to operate, analyze, and improve the Services and to produce industry benchmarks. Such data must not identify, and must not reasonably be usable to identify, the Broker, any client, any business, or any individual. Aggregated and de-identified data is not Confidential Information.

7. Compelled Disclosure

If Acquio is required by law, regulation, subpoena, or court order to disclose Confidential Information, Acquio will do three things. First, to the extent legally permitted, it will give the Broker prompt written notice so the Broker may seek a protective order or other remedy. Second, it will reasonably cooperate with those efforts, at the Broker's expense. Third, it will disclose only the portion of Confidential Information it is legally required to disclose.

8. Security Incidents

If Acquio becomes aware of any unauthorized access to, or disclosure of, Confidential Information in its possession or control, it will:

  • (a) notify the Broker without undue delay, and in any event within 72 hours;
  • (b) provide available information about the nature and scope of the incident; and
  • (c) take reasonable steps to contain and remediate the incident.

9. Return and Deletion

On the Broker's written request, or on termination of the Broker's account, Acquio will delete the Broker's Confidential Information from its active systems within 30 days. Copies in routine backups will be deleted in the ordinary course of backup rotation, within no more than 90 days. Until they are deleted, they remain subject to this Agreement. Acquio may retain Confidential Information to the extent required by law, and that retained information also remains subject to this Agreement.

10. Broker Responsibilities

The Broker represents that it has the right and all necessary client authorizations and consents to provide Client Data to Acquio for use in the Services. The Broker is responsible for how it shares any outputs of the Services with third parties, including prospective buyers.

11. Acquio Platform Information

The Broker will keep confidential any non-public information about the Acquio platform that Acquio designates as confidential or that is reasonably understood to be confidential. This includes unreleased features, pricing not publicly posted, and product roadmaps. The Broker will not use that information except in connection with its use of the Services.

12. Term and Survival

This Agreement begins on the Effective Date and continues for as long as the Broker maintains an Acquio account. Each Party's confidentiality obligations survive for two (2) years after termination. For any Confidential Information that is still in Acquio's possession, or that constitutes a trade secret, the obligations survive for as long as Acquio holds that information or it remains a trade secret under applicable law.

13. Ownership; No License

As between the Parties, the Broker retains all right, title, and interest in its Confidential Information. Nothing in this Agreement grants Acquio any license or right to the Confidential Information except as necessary to provide the Services.

14. Remedies

Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which money damages would be an inadequate remedy. The non-breaching Party may seek injunctive or other equitable relief in addition to any other available remedies, without the need to post a bond.

15. Relationship to Terms of Service

This Agreement supplements Acquio's Terms of Service. If this Agreement conflicts with the Terms of Service on the treatment of the Broker's Confidential Information, this Agreement controls. The limitations of liability in the Terms of Service apply to claims under this Agreement.

16. Governing Law and Venue

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-law rules. Any action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the State of Wyoming.

17. Miscellaneous

This Agreement, together with the Terms of Service, is the entire agreement of the Parties on its subject matter. If any provision is held unenforceable, the remaining provisions remain in effect. A waiver of any provision must be in writing and does not waive any other provision. Neither Party may assign this Agreement without the other Party's written consent, except that Acquio may assign it without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Notices may be given by email to the address associated with the Broker's account, or for Acquio, to admin@acquio.tech.

18. Acceptance

By checking the box during registration, the Broker agrees to this Agreement. If the Broker is accepting on behalf of a brokerage firm, the Broker represents that it has authority to bind that firm.