Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement is entered between Business Finders Canada (the “Broker”) and the undersigned prospective buyer (“Buyer”) of a business and/or commercial property offered for sale through the Broker, collectively, “the Parties”). The Parties will not use any confidential information other than to evaluate and engage in discussion concerning a potential business relationship between the Parties. The Seller (“Seller”) shall refer to the following business entity being offered for sale, as well as the principals of such entity.
The Buyer hereby agrees to receive confidential information about the Seller from the Broker. The Buyer agrees not to contact the Seller, or any entity or person having a business relationship with the Seller other than in the ordinary course of the buyer’s business including the business of its affiliates if any. The buyer will not discuss this confidential sale process with owners, partners, members, shareholders, officers, directors, landlords, lessors, lessees, employees, suppliers, clients, customers etc., without the written consent of the Broker. All inquiries offer to purchase and negotiations relating to the purchase of any business offered by the Broker will be conducted exclusively through the Broker. Buyer will not visit the company without the permission of the Broker.
It is understood and agreed that all information provided to the Buyer regarding the Seller is to be considered confidential and proprietary, and that disclosure of any such information could result in damage to the business and/or its principals. In the event that the undersigned breaches this non-disclosure agreement in any manner that causes breach in confidentiality, then the Buyer maybe responsible for damages.
It is further understood and agreed that any information received from the Broker or the Seller at any time pursuant to the investigation and consideration of the purchase of the Business and/or Commercial Property shall be kept in strict confidence, and shall not be disclosed to any other person who has not also signed and dated this agreement, except for professional business advisors ( accountants, lenders and lawyers) engaged to evaluate the business for the limited purpose of advising the Buyer. In the event of such disclosure it is agreed that the Buyer will advise such persons of this non-disclosure agreement and shall be legally responsible for the failure of such professionals to maintain the confidentiality of the information provided.
Information that is to be kept confidential shall include the fact that the Business and/or Commercial Property is for sale, all financial, production, marketing and pricing information, business methods, business manuals, manufacturing procedures, processes and data, contracts, customer lists, employee lists, or any other information whether written or oral or otherwise made known to the Buyer, through disclosure or discovery in any other manner. Confidential information does not include information that is readily available and known to the public. It is understood and agreed that this mutual non-disclosure agreement is intended for the benefit of the Seller, who is a third-party beneficiary to this agreement.
Confidential Information does not include:
a) Information known to the Buyer prior to its disclosure by the Broker as evidenced by written records kept in the ordinary course of business by the Buyer;
b) Information made public through sources other than Buyer;
In the event that the Buyer for whatever reason does not purchase the business, the Buyer agrees to immediately return to the Broker any and all materials related to the Seller without retaining any copies.
The Buyer further understands and agrees that the Broker has received information about the Business and/or Commercial Property from the Seller or other sources identified by the Seller, which may include, but is not limited to, financial statements, income tax, equipment lists and lease agreements. Based on information provided by the Sellers, Brokers often prepare a summary description of the business which may include summarized financial information, a cash flow projection or an adjusted income statement. The Buyer understands that the Broker does not audit or verify any information received by the SELLER, and the Broker makes no representation, promise or warranty, express or implied, as to the accuracy or completeness of said information. The Buyer shall be responsible to make an independent verification of said information at the appropriate time, and agrees to indemnify and hold the Brokerage, its employees and agents, harmless against any claims by the Buyer which may occur by reason of the inaccuracy or incompleteness of any information provided to them.
The Buyer has not had any discussion or dealings regarding the Seller with any other broker, finder or agent other than Business Finders Canada.
The BUYER agrees that the BROKER appoints a designated agent for the SELLER and has a contract to be paid by the SELLER upon the sale, trade, lease or transfer of a business or real property owned by the SELLER.
The laws of British Columbia shall govern this agreement.
Nothing herein shall obligate either party to proceed with any transaction between them concerning this Business and/or Commercial Real Estate opportunity.
The Buyer acknowledges that the Confidential Information shall not be used for any purpose other than assessing a proposed transaction with the Seller and, notwithstanding anything in this Agreement; the Buyer shall not use the Confidential Information for any benefit other than assessing the purchase of a Business and/or Commercial Property being offered for sale through the Brokerage. The Buyer acknowledges that it shall not acquire any right, title or interest in or to the Confidential Information or to any intellectual property or other proprietary rights related thereto unless otherwise agreed in writing with the Seller.
Business Finders Canada does not give tax, accounting, or legal advice. Prior to finalizing an agreement to purchase the business, it is the responsibility of the Buyer to make an independent verification of all information. I agree that Business Finders Canada is not responsible for the accuracy of the information received and I agree to indemnify and hold Business Finders Canada harmless from any claims by the Buyer or damages resulting from claims by the Buyer from its use.
This Mutual Non-Disclosure Agreement is entered into between TwentyTwo 22 Real Estate Corp. operating as Business Finders Canada hereinafter ( ”BFC”) and the undersigned Prospective Buyer, hereinafter (”Buyer”).
Buyer hereby acknowledges that BFC in consideration of BFC providing the Buyer with certain Confidential Information necessary to ascertain further interest in pursuing the purchase the Seller, it is hereby agreed that:
Confidential Information shall include any written form of proprietary information pertaining to the Seller, including but not limited to, Confidential Business Profiles and information provided directly, verbally, electronically and/or written, which are collectively defined herein as ”Confidential Information” proprietary to BFC and the Seller.
The Buyer shall be permitted to disclose the Confidential Information to directors, officers and agents of the Buyer each a (“Buyer’s Representative”) as needed for the evaluation thereof provided that each Buyer’s Representative be duly notified of the obligations stipulated herein, and that the Buyer remain fully responsible to BFC and the Seller for any breach of this Confidentiality Agreement. For clarity purposes, Buyer’s Representative EXCLUDES potential business partners and/or investors; Agents of the Buyer are restricted to only legal counsels, accountants and bankers that are assisting Buyer specifically with the purchase of one of the Seller’s Businesses and/or Commercial Property and EXCLUDES any other Broker, real estate agents, etc.
All information is confidential. All communication is to be through Business Finders Canada. You have agreed will not visit or contact the company without the permission of the Broker. Also agree not to contact the company’s employees, suppliers, customers or landlord’s without the written consent of the Broker. As all businesses represented by Business Finders Canada are under these confidentiality guidelines.
The BUYER’S signature acknowledges a complete understanding of ALL terms contained in this agreement and willingness to adhere to the terms and conditions herein constitute a binding Agreement between us.
Term: This Agreement and the obligations contained herein shall remain in force and effect for a period of two (2) years from the date of this letter. However the obligations to keep Confidential Information shall survive the termination of this agreement.