Non-Circumvention & Deal Protection Agreement

Star Brands Consulting Group — Commercial Protection Framework

1. Purpose

This Agreement governs the protection of introductions, opportunities, deal flow, relationships, and commercial pathways provided by Star Brands Consulting Group.

It is designed to prevent circumvention, protect proprietary deal access, and ensure fair commercial participation.

2. Definition of Introduced Opportunities

“Introduced Opportunities” include any:
• franchise opportunities
• market-entry pathways
• investment or capital opportunities
• deal flow visibility
• partner, operator, or brand introductions

Provided directly or indirectly through:
• Star Access™
• advisory engagement
• communication (email, call, message, document)

3. Non-Circumvention Obligation

The user agrees not to bypass, avoid, or circumvent Star Brands Consulting Group in relation to any Introduced Opportunity.

This includes, but is not limited to:
• direct engagement with introduced parties
• indirect engagement via third parties
• structuring transactions outside our involvement

4. Duration of Protection

This obligation applies:
• during engagement
• after engagement ends
• regardless of whether access remains active

Protection continues for any opportunity originating from or connected to the initial introduction.

5. Deal Protection & Participation Rights

Where an Introduced Opportunity results in:
• a transaction
• agreement
• partnership
• commercial engagement

Star Brands Consulting Group retains the right to:
• be recognized as originating party
• participate commercially
• receive advisory, success, or facilitation compensation

This applies even if:
• the transaction is completed later
• the structure changes
• additional parties are involved

6. Non-Disclosure of Deal Flow

Users agree not to disclose, share, or distribute:
• deal flow information
• opportunity details
• counterparties

Without prior written consent.

7. Anti-Avoidance

Users may not:
• use proxies or intermediaries to bypass
• restructure deals to avoid participation
• delay engagement to exclude involvement

Any such action will be treated as circumvention.

8. Breach & Commercial Remedies

In the event of breach, Star Brands Consulting Group reserves the right to:
• claim financial compensation
• claim lost advisory or success fees
• pursue legal enforcement

Compensation may be based on:
• deal size
• typical market fees
• lost commercial participation

9. Independent but Binding

This Agreement operates alongside:
• Terms & Conditions
• Advisory Agreements
• Platform Access Terms

It remains binding regardless of other agreements.

10. Commercial Integrity Principle

This Agreement is based on international commercial standards protecting introductions, deal origination, and strategic positioning.

Users acknowledge that:
• opportunity access is proprietary
• introductions carry commercial value
• bypassing such value is a breach of fair business conduct

11. Acceptance

By accessing Star Brands Consulting Group services, platforms, advisory, or opportunity flow, users:
• acknowledge this Agreement
• accept its terms
• agree to be bound by its provisions