InvestorsServices
July 2009-PressRelease
Buyers Confidentiality AND Mutual Non-Disclosure Agreement
Each digitally undersigned party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to (i) [specific business information to be disclosed] in conjunction or (ii) the Disclosing Party's business (including, without limitation, computer programs, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not) schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information), which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
Notwithstanding the foregoing, nothing will be considered "Proprietary Information" of the Disclosing Party unless either (1) it is first disclosed in tangible form and is conspicuously marked "Confidential," "Proprietary" or the like or (2) it is first disclosed in non tangible form and orally identified as confidential at the time of disclosure and is summarized in tangible form conspicuously marked "Confidential" within 30 days of the original disclosure.
In consideration of the broker, imergeadvisors, Inc., ("Broker") providing the information on businesses for sale and in consideration of the parties' discussions and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Receiving Party hereby agrees as follows:
1. Use of Proprietary Information. The Receiving Party agrees:
a. to hold the Disclosing Party's Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials),
b. to not divulge any such Proprietary Information or any information derived therefrom to any third person (except consultants, subject to the conditions stated below,
c. not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally whether to enter into the currently contemplated agreement with the Disclosing Party; and
d. not to copy or reverse engineer any such Proprietary Information.
e. not to disclose, for a period of three years from the date I sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this agreement. "Information as used in this Agreement shall include the fact that the businesses are for sale, plus any other data provided.
f. not to contact the business owners, employees, suppliers or customers except through the Broker. All correspondence, inquiries offers to purchase and negotiations relating to the purchase or lease of any business presented by the Broker will be conducted exclusively through the Broker.
g. not to circumvent of interfere with the Broker's contract with the Seller in any way, I understand that if I interfere with Broker's contract right to its fee from Seller, I may be personally liable to Broker for payment of the Seller's fee. We understand that should I become a manager or anyway associated or connected with any of the businesses shown or offered to me for sale, or should I buy, trade, lease or exchange any of the businesses disclosed to me, then a fee will be due to the Broker. I understand that if I make the purchase through the Broker, I will not be liable for the fee paid to the Broker by the Seller.
Any employee or consultant given access to any such Proprietary Information must have a legitimate "need to know" and shall be similarly bound in writing. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (iv) shall not apply to any information that the Receiving Party can document (1) is (or through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (2) was in its possession or known by it prior to receipt from the Disclosing Party, or (3) was rightfully disclosed to it by a third party without restriction, provided the Receiving Party complies with any restrictions imposed by the third party, or (4) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to such information. The Receiving Party may make disclosures required by court order, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding. Exclusions - The terms and conditions of this Agreement shall not apply to any Confidential Information which the Receiving Party can establish:
a) is, or becomes, readily available to the public other than through a breach of the obligations set out in this Agreement; or
b) was disclosed, lawfully and not in breach of any contractual or other legal obligation, to the Receiving Party by a third party.
2. Return of Proprietary Information. Immediately upon (i) the decision by either party not to enter into the agreement contemplated by paragraph 1, or (ii) a request by the Disclosing Party at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party), the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof.
3. Disclosure. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated between the parties.
4. Miscellaneous. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, attorneys' fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Proprietary Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of Massachusetts without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and writing and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.
5.1 Buyer Disclosure. As a prospective business buyer, you should understand that, as business brokers, we represent and are paid by the sellers who have employed us to sell their business. We are obligated, by law, to act primarily for the seller’s (our clients) benefit. However, we also want you to know that it is our policy, as well as a legal requirement, that we treat you fairly and honestly. We can provide you with valuable market information on businesses that we offer for sale, education in the business buying process, and assistance in buying a business. Here are some ways we can help you:
a. We can show you businesses that are listed with our firm, helping you to develop an understanding of how businesses are priced. We will also offer you a choice of businesses to consider purchasing.
b. We will disclose to you material facts we know about the business and we have available.
c. We will promptly submit all of your offers as instructed by the seller. We will promptly transmit all of the seller’s responses back to you.
d. As business brokers, we are not qualified to advise you on legal or accounting matters. We can, however, guide you through the transaction. We will provide you with information on how to engage attorneys, accountants and other professionals who may be of assistance to you.
e. We offer businesses for sale without regard to the race, creed or sex of the parties involved.
5.2 All information regarding businesses for sale is provided by the Seller or other sources and is not verified in any way by Broker. Broker has no knowledge of the accuracy of said information and makes no warranty, express or implied, as to the accuracy of such information. Understanding that I shall make an independent verification of said information prior to entering into an agreement to purchase any business. I agree that the Broker is not responsible for the accuracy of any of the information I receive or fail to receive, and I agree to indemnify and hold Broker and its agents harmless from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to me with respect to any business I might purchase.
It is our goal to treat you fairly and with the highest level of competence. We encourage your questions regarding our roles and responsibilities.
In witness whereof, the parties have executed this
I agree and acknowledge that I have read this Agreement carefully and fully understand it.
(Buyer - per Contact First & Last Name so named above)
Please enter your personal ID
(can be for example: your name, birth date, last 4 digits of your SS#, initials, etc.) inside of / / as signature:
PLEASE NOTE:
Your request will not be accepted without
Personal ID signature included within.
*make sure to replace *sign here* as mentioned above with Personal ID
Fields marked with * are required.
*This form is automatically received, agreed to and electronically
Signed by: iMerge Advisors By mere submission and receipt of this form which is further documented by our follow up email from us to you (Buyer).
All information related to this listing is subject to errors and omissions, and should be carefully investigated and verified. All listings are subject to withdrawal and change in price and terms without notice. Business investments, purchases and alliances of any type involve substantial risk and should be carefully investigated and independently evaluated by competent professionals. You are advised to seek independent legal, accounting and financial advice before committing to any business agreement of any kind.
Non-Disclosure Agreement
