`docs/FORSALE-NDA-AND-TEASER.md`

72 lines
# sublease.com — Buyer Teaser + Mutual NDA (PREP-ONLY)

**Status:** PREP-ONLY drafts for Steve. **Nothing sent, disclosed, or signed.** The teaser is what a shortlisted buyer sees *before* signing; the NDA is what they sign *before* Steve shares any traffic/demand context. Both are gated by `TK-10061-rentv-outreach-send-GATE.md` / `-business-domain-sale-GATE.md`.
**⚖️ Not legal advice.** The NDA below is a plain-language starting template — **have counsel review and adjust before signing.** Fill every `[bracket]`.
**⚠️ Entity vs. individual — resolve before signing (don't just defer to counsel):** the signing party (`[RENTV entity / Steven Bloom]`) MUST match the party that actually owns sublease.com on WHOIS (see the registrar pre-flight in `FORSALE-SALE-PACKET.md` §4.A). If the domain is held in an LLC/corp but Steve signs as an individual, the confidentiality binds the wrong party AND the later "seller owns it free of encumbrance" representation (`FORSALE-SALE-PACKET.md` §4.B) is untrue as signed — a diligence-killer. Pick the correct legal seller once, and use it on the NDA, the purchase agreement, and escrow.
**PII rule (unchanged):** the teaser carries **no** subscriber/advertiser PII and **no** raw traffic/lead numbers. Those go only *after* an NDA is signed, in aggregate, and never before an offer is real.

---

## 1 · One-page buyer teaser (aggregate — safe to send with the outreach note)

> ### sublease.com — a category-defining domain, offered by quiet process
>
> **The asset.** `sublease.com` — the one-word, exact-match `.com` for the commercial-sublease category. Short, unambiguous, brandable from day one; direct type-in plus generic-keyword search equity in a market that structurally expanded as hybrid work reshaped office demand.
>
> **Why now.** RENTV has covered Western-US commercial real estate since 1998. Rather than post the name to the open market, we're running a brief, invitation-only process among a short list of firms that would genuinely build on it — a marketplace vertical front door, a brokerage sublease/tenant-rep practice, or a flex-space operator.
>
> **The opportunity.** The name anchors an obvious category brand and has the potential to be paired with deal-flow via the RENTV commercial-real-estate audience. Demand and audience context is available in detail **under NDA** to qualified parties.
>
> **The process.** Sealed, invitation-only, with a floor. Qualified buyers are invited to submit a range; strongest interest converts to offers. Transaction handled via Escrow.com.
>
> **Contact.** Steven Bloom, Founder & CEO, RENTV — [email] · (310) 213-6409
>
> *RENTV.com · 5757 W. Century Blvd, Suite 700, Los Angeles, CA 90045*

*(Use this as an attachment or a second paragraph when a shortlisted contact asks "tell me more" — it stays aggregate and discloses nothing sensitive. The detailed traffic/deal-flow context is the post-NDA disclosure, not this.)*

---

## 2 · Mutual Non-Disclosure Agreement — plain template (HAVE COUNSEL REVIEW)

> **MUTUAL NON-DISCLOSURE AGREEMENT**
>
> This Agreement is entered into as of `[date]` between `[RENTV legal entity / Steven Bloom]` and `[Counterparty legal name]`, each a "Party" and together the "Parties." Each Party may act as a "Disclosing Party" when it discloses information and as a "Receiving Party" when it receives information — the obligations below apply symmetrically to both.
>
> **1. Purpose.** The Parties wish to explore a possible transaction involving the domain name **sublease.com** and related RENTV audience/deal-flow context (the "Purpose") and may each disclose confidential information to the other.
>
> **2. Confidential Information.** "Confidential Information" means non-public information disclosed by a Disclosing Party for the Purpose, including traffic and audience metrics, lead/deal-flow data, advertiser/subscriber information (in aggregate only), financials, valuations, acquisition criteria, the existence and terms of these discussions, and the identities of other parties in the process. It excludes information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party before disclosure, (c) is independently developed without use of the Confidential Information, or (d) is rightfully received from a third party without duty of confidentiality.
>
> **3. Obligations.** Each Party, as a Receiving Party, will (a) use the other Party's Confidential Information solely for the Purpose, (b) not disclose it except to its employees/advisors with a need to know who are bound by like obligations, and (c) protect it with at least reasonable care. No personally identifiable subscriber or advertiser data will be transferred or copied; audience/demand context is shared in aggregate for evaluation only.
>
> **4. No obligation / no license.** Nothing here obligates either Party to proceed with any transaction or grants any license or ownership in the domain or any data.
>
> **5. Term.** Confidentiality obligations survive for `[2]` years from disclosure. Either Party may terminate discussions at any time; the confidentiality obligations survive termination.
>
> **6. Return/destruction.** On request, a Receiving Party will return or destroy the other Party's Confidential Information and copies.
>
> **7. No warranty.** Confidential Information is provided "as is," without warranty.
>
> **8. Governing law.** This Agreement is governed by the laws of the State of `[California]`, without regard to conflicts principles.
>
> **9. Remedies.** The Parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and that injunctive relief may be sought in addition to other remedies.
>
> Agreed:
> `[RENTV entity / Steven Bloom]` ______________________  Date ________
> `[Counterparty]` ______________________  Date ________

*(A mutual NDA is standard for a two-way domain/asset discussion. Keep it mutual so the buyer's own info is protected too — that lowers their friction to sign. Counsel should confirm the entity name, term, and governing-law clause before use.)*

---

## 3 · Disclosure discipline (how this sequences with the gates)

1. Outreach note goes out (**gated**) → interested party asks for more.
2. Send the **§1 teaser** (aggregate, safe — no NDA needed for this).
3. Party wants real numbers → **§2 NDA signed first** (counsel-reviewed).
4. Only then share detailed traffic/deal-flow context, **in aggregate**, never raw PII, never the list.
5. Convert to offers; run the shortlist against any offer; hold the $200k floor.
6. At close, run the transfer checklist in `FORSALE-SALE-PACKET.md` §4 (escrow-first → domain-second → funds-last).

**Companion docs:** `FORSALE-OUTREACH.md` (drafts) · `FORSALE-OUTREACH-CONTACTS.md` (named execs) · `FORSALE-SALE-PACKET.md` (valuation/listing/transfer) · `FORSALE-SCENARIOS.md` (scenarios/timeline).