Thank you for your interest in the businesses we are marketing and selling on their behalf. The form below will help us gather a few key areas of information from you as well as secure your electronic signature - which is valid, legal and binding. We have also included a comments area for you to add any additional information you would like us to know. We will respond to your inquiry very shortly and we look forward to working with you further. Should you have any questions, please do not hesitate to call or email us. To receive information on this listing, please complete the information below. Please make sure you complete the *sign here* field at the very bottom of this page also.
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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 Agreement
as of today
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:
*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).
