Confidentiality Policy

1. Why this policy exists

A business sale is confidential by nature. If word gets out prematurely, a Seller can lose employees, customers, suppliers, lenders and bargaining power — often irreversibly, and often before any deal is signed.

This Confidentiality Policy sets out how BMV protects Seller information, what every Buyer and Advisor must undertake before receiving it, and what happens if those undertakings are broken. It is binding on every User and forms part of the Terms and Conditions.

Where this Policy addresses personal data, it operates alongside the Privacy Policy. This Policy is concerned primarily with business and commercial confidential information.

2. What is Confidential Information

"Confidential Information" means all information relating to a Listing, a Seller, a Buyer or a Transaction which is disclosed through or in connection with the Platform, in any form, whether or not marked confidential, including:

1. the identity of the Seller, the business, its trade name, brand, premises and location;
2. the fact that the business is for sale, and the fact that discussions are taking place;
3. financial statements, profit and loss accounts, balance sheets, TTM revenue and profit, management accounts, projections, GST returns, ITRs and bank statements;
4. customer lists, supplier lists, pricing, contracts, tenancy and lease terms, and terms of trade;
5. employee details, salary structure, org charts and key-person dependencies;
6. intellectual property, source code, product roadmaps, formulations, processes and know-how;
7. the asking price, valuation working, deal structure, offers made and terms negotiated;
8. the Deal Pack and every part of it; and
9. all notes, analyses, models, extracts, summaries and derivative materials prepared from any of the above.

3. Exclusions

Information is not Confidential Information to the extent that the receiving party can prove by written record that it:

(a) was already lawfully in its possession, free of any confidentiality obligation, before disclosure;
(b) is or becomes public through no act or omission of the receiving party or its Representatives;
(c) was lawfully received from a third party entitled to disclose it without restriction; or
(d) was independently developed without use of or reference to the Confidential Information.

4. How BMV protects Seller information — staged disclosure

BMV operates a commitment ladder. Information is released only as a counterparty demonstrates genuine intent.

BMV does not release a Seller's identity or documents to any Buyer who has not passed Stage 3.

Sellers accept a corresponding click-wrap NDA before paying the listing fee, and execute a bilateral Seller NDA with BMV. The Buyer NDA and the Seller NDA are executed separately with BMV, so that BMV can enforce each directly and in its own name.

5. Undertakings by every receiving User

If you receive Confidential Information through the Platform, you undertake that you will:

5.1 Use it only for the Permitted Purpose — namely, evaluating, negotiating and, if agreed, completing the acquisition of the specific business to which the information relates. For no other purpose whatsoever.

5.2 Keep it secret. Protect it with at least the degree of care you apply to your own confidential information, and in no event less than reasonable care.

5.3 Limit access. Disclose it only to those of your directors, partners, employees, financiers and professional advisers ("Representatives") who strictly need to know it for the Permitted Purpose, and only after you have informed them of its confidential nature and bound them to obligations no less strict than these. You remain fully responsible for any breach by your Representatives as though it were your own.

5.4 Not copy or distribute. Not reproduce, forward, upload, screenshot, print, publish, post, or share the Deal Pack or any Listing content with any person outside Clause 5.3, and not resell or syndicate it.

5.5 Not approach the Seller's stakeholders. Not contact, solicit or approach the Seller's employees, customers, suppliers, distributors, landlords, lenders or licensors regarding the Listing or the possible sale, without BMV's prior written consent.

5.6 Not solicit or poach. For 24 months from disclosure, not solicit for employment or engagement any employee of the Seller who was identified to you through the Platform. A general public advertisement not directed at the Seller's staff is not a breach.

5.7 Not misuse it competitively. Not use the information to compete with the business, to replicate its model, to approach its customers, to depress its value, or to bid for it through an undisclosed nominee.

5.8 Not circumvent. Not use the information to conclude a Transaction outside the Platform in avoidance of the closing fee. See Section 10 of the Terms and Conditions.

5.9 Not misrepresent intent. Not register or unlock a Listing where your actual purpose is competitor intelligence, price discovery, journalism, research, or building a database, rather than a genuine acquisition.

6. Permitted disclosure by law

You may disclose Confidential Information where compelled by law, by a court, tribunal, or a regulatory, tax or law-enforcement authority. Where lawful to do so, you will give BMV prompt written notice before disclosing, disclose only the minimum required, and cooperate in seeking protective treatment.

7. Seller's obligations

A Seller must:

1. disclose only information it is entitled to disclose, and obtain any third-party consent required (for example under a customer contract, lease or NDA with a third party);
2. keep confidential the identity, profile, budget and interest of any Buyer disclosed to it;
3. not use Buyer information to approach that Buyer outside the Platform in avoidance of fees;
4. not disclose the terms of any offer received to any other Buyer for the purpose of a bidding war conducted outside the Platform; and
5. redact personal data of employees and customers from documents where the identity of the individual is not necessary for diligence.

8. BMV's own obligations

BMV undertakes that it will:

1. hold Seller and Buyer Confidential Information in confidence and use it only to operate the Platform, prepare the Deal Pack, verify a Listing, and facilitate a Transaction;
2. publish Listings only as blind profiles until Stage 4 is reached;
3. restrict internal access to seller financial documents to named personnel on a least-privilege basis, enforced by role-based access control and database row-level security;
4. bind every partner, employee, intern, contractor and professional adviser with access to Confidential Information by a written confidentiality undertaking;
5. apply the technical and organisational security measures described in Section 9 of the Privacy Policy;
6. not use a Seller's Confidential Information to compete with, invest in, or acquire that Seller's business, except with the Seller's prior written consent; and
7. use anonymised and aggregated deal data for market commentary and benchmarking only where no individual business is identifiable.

9. Duration

Obligations under this Policy commence when you first access Confidential Information and continue for 3 (three) years from the date of disclosure, or until the information falls within an exclusion in Section 3, whichever is earlier — except that:

• obligations in respect of trade secrets, source code and know-how continue for so long as the information retains its confidential character;
• the non-circumvention obligation continues for the period stated in the Terms and Conditions; and
• the fact that a business is or was for sale must be kept confidential indefinitely unless the Seller makes it public.

10. Return and destruction

On the earlier of (a) a written request by BMV or the disclosing Seller, or (b) the abandonment of discussions, you will promptly and at your own cost return or irretrievably destroy all Confidential Information and all copies, extracts and derivative materials, delete it from your systems, and certify compliance in writing within 10 working days. You may retain one copy solely to the extent required by law or by internal compliance retention rules, which copy remains subject to this Policy.

11. Consequences of breach

11.1 No adequate remedy in damages. You acknowledge that a breach of this Policy may cause irreparable harm for which damages are not an adequate remedy, and that BMV and the affected Seller are entitled to seek injunctive relief, specific performance and other equitable relief from the courts at Jaipur, without the need to prove actual damage and without furnishing security.

11.2 Indemnity. You will indemnify BMV and the affected Seller in full against all loss, damage, cost and expense (including legal costs on a full indemnity basis) arising from your breach or that of your Representatives.

11.3 Your liability is not capped. The limitation of liability in Section 17 of the Terms and Conditions operates only in BMV's favour. It does not limit your liability for breach of this Policy.

11.4 Suspension. BMV may immediately suspend or terminate your account, revoke Deal Pack access, and report the breach to the affected Seller and, where warranted, to law enforcement.

11.5 Relationship with executed NDAs. Where you have executed a separate Buyer NDA or Seller NDA with BMV, or a transaction NDA with a counterparty, that executed document prevails over this Policy to the extent of any inconsistency in respect of its subject matter. This Policy applies in addition, and not in substitution.

12. Reporting a confidentiality concern

If you believe Confidential Information has been leaked, misused, or accessed without authority — whether by a User, by a third party, or through a fault in the Platform — report it immediately:

We will acknowledge within 48 hours, investigate, and where the incident involves personal data, follow the breach notification process in Section 10 of the Privacy Policy.

13. Governing law and jurisdiction

This Policy is governed by the laws of India. The courts at Jaipur, Rajasthan shall have sole and exclusive jurisdiction over all disputes arising out of or in connection with it, including applications for injunctive relief. Each party irrevocably submits to that jurisdiction and waives any objection on the ground of venue or forum.