Promise Not To Disclose/Locator's Agreement
The undersigned Buyer, individually and on behalf of any affiliated prospective buyer, acknowledges being first introduced to and requests Confidentiality Information about the following business (Business), identified herein by Broker or its agent (Broker). Such Confidential Information shall be provided to Buyer for the sole purpose of evaluating the possible purchase by Buyer of all or part of the stock or assets of the Business. As used in this agreement (Agreement), the term Buyer applies to the undersigned and any partnership, corporation, individual or other entity with which the undersigned is affiliated. Buyer agrees as follows:
- Non-Disclosure of Information: Buyer acknowledges that the owner of the Business (Seller) desires to maintain the confidentiality of the information disclosed. Buyer agrees not to disclose or permit access to any Confidential information without the prior written consent of Seller, to anyone other than Buyer’s legal counsel, accountants, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business. Disclosure of Confidential Information shall be made to these parties only in connection with the potential acquisition of the Business, and then only if these parties understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by these parties, and neither Buyer nor these parties shall use or permit the use of Confidential Information in any manner whatsoever, except as may be required for Buyer to evaluate the Business or as may be required by legal process. If the Buyer does not purchase the Business, Buyer, at the close of negotiations, will destroy or return to Broker (at Seller’s direction) all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Furthermore, neither Buyer nor Buyer’s agents will contact Seller’s employees, customers, landlords, or suppliers, nor linger, or otherwise observe the Business, without Seller’s consent.
- Definition of “Confidential Information”: the term “Confidential Information” shall mean all information including the fact that the Business is for sale, all financial production, marketing and pricing information, business materials, business manuals, manufacturing procedures, correspondence, processes, data, contracts, customer lists, employee lists and any other information whether written, oral or otherwise, made known to Buyer.
- Buyer Responsibility and Disclaimer of Broker Liability: The Brokers have received information about the Business from the Seller that may include, but not limited to, tax returns, financial statements, equipment lists, and facility leases. Based on information provided by Sellers, brokers often prepare a summary description of the business, which may include a cash flow projection, an adjusted income statement, or a Seller discretionary cash flow statement. Buyer understands that the broker does not audit or verify any information given to Broker or make any warranty or representation as to its accuracy or completeness, nor in any way guarantee future business performance. Buyer is solely responsible to examine and investigate the Business, its assets, liabilities, financial statements, tax returns, and any other facts which might influence Buyers purchase decision or the price Buyer is willing to pay. Any decision by Buyer to purchase the Business shall be based solely on Buyer’s own investigation and that of Buyer’s legal, tax and other advisors and not that of Broker.
Do Not Talk To Owners Or Employees