Buyer Confidentiality & Non-Disclosure Agreement
Please read and sign below to receive confidential details about a business for sale. You and Dan will both get a signed copy by email.
1. Purpose
The undersigned prospective buyer ("Buyer") wishes to receive information from Prime Business Brokers ("Broker") about one or more businesses offered for sale. Broker's clients (each a "Seller") require that such information be kept confidential. In exchange for receiving it, Buyer agrees to the terms below.
2. Confidential Information
"Confidential Information" means all information provided by Broker or any Seller, in any form, including the identity and location of a business, the fact that it is for sale, financial statements, tax returns, customer, supplier and employee information, pricing, leases, and operations. It does not include information that is or becomes public through no fault of Buyer, or that Buyer already lawfully possessed without restriction.
3. Non-Disclosure and Use
Buyer will keep all Confidential Information strictly confidential and use it only to evaluate a possible purchase. Buyer may share it only with Buyer's attorney, accountant, lender or advisors who need it for that evaluation and who are told of and bound to keep it confidential. Buyer is responsible for any breach by those persons.
4. No Contact
Buyer will not contact any Seller, or a Seller's employees, customers, suppliers, landlord or lenders, about a business without Broker's prior written consent. All communications, inquiries, offers and requests for information will go through Broker.
5. No Circumvention
For two (2) years from the date signed, Buyer will not, directly or indirectly, purchase, invest in or acquire any business introduced by Broker except through Broker. If Buyer does so, Buyer agrees to be liable for the commission Broker would have earned, in addition to any other remedies available.
6. Return of Information
If Buyer decides not to proceed, or on Broker's request, Buyer will promptly return or destroy all Confidential Information and any copies or notes.
7. No Warranty
Information is provided by Sellers and has not been independently verified by Broker. Broker makes no representation as to its accuracy or completeness. Buyer will rely on Buyer's own investigation and professional advisors.
8. Term and Remedies
This Agreement remains in effect for two (2) years from the date signed. Buyer acknowledges that a breach may cause irreparable harm, and that Broker and any affected Seller may seek injunctive relief in addition to damages, and recover reasonable attorney's fees if they prevail.
9. General
This Agreement is governed by the laws of the state in which the business of interest is located. Sellers are intended third-party beneficiaries. Buyer agrees that typing Buyer's full name below is Buyer's electronic signature and has the same effect as a handwritten signature.