Non-Disclosure and Confidentiality Agreement

The undersigned hereby request Confidential Information, currently and from this time forward, on the businesses (Business) represented by iMerge Advisors, Inc (iMerge) as a TRANSACTION BROKER. I/We hereby acknowledge that iMerge first provided such information to me. In consideration of iMerge having provided such information, I/We hereby agree, for a period or two years from this date:

The undersigned hereby request Confidential Information, currently and from this time forward, on the businesses (Business) represented by iMerge Advisors, Inc (iMerge) as a TRANSACTION BROKER. I/We hereby acknowledge that iMerge first provided such information to me. In consideration of iMerge having provided such information, I/We hereby agree, for a period or two years from this date:

1. Not to divulge knowledge of the disclosed Business being for sale, nor provide any information to others, except those specifically involved in the transaction itself, and to secure professional advice and counsel. I/We further agree that if others are to be involved in this decision making process, these parties will be identified to iMerge and I/We accept full responsibility for informing these parties as to the requirements of confidentiality and this Agreement. I/We further agree to hold and maintain the Confidential Information in strict confidence and shall use such Confidential information only for the purpose of assisting in the assessment, determination, investigation and or negotiation of terms mutually agreeable for the acquisition of the Business, and

2.To conduct ALL further dealings, negotiations or inquiries into the Business listed below exclusively through this office of iMerge, and will pledge complete confidentiality and I/We will not, in any context as related to the Business(es) being shown, contact or solicit the Business owners (Seller), employees, agents, customers, clients, competitors, vendors, suppliers or landlord, except through iMerge, and

3. I/We further acknowledge and agree that the Business Information is sensitive, unique and valuable and that disclosure or use of any Business Information in breach of this Agreement will result in irreparable injury for which monetary damages alone would not be an adequate remedy. Therefore I/We agree that in the event of a breach or threatened breach of confidentiality, Business shall be entitled to specific performance, injunctive or other equitable relief, including, but not limited to, reasonable attorneys fees. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages, and

4. Not to circumvent or interfere with iMerge's rights and contract with the Seller in any way. All financial and business records and Confidential Information disclosed under this Agreement shall remain the exclusive property of the Business, and

5. That should I/We enter into an agreement to purchase a business shown by iMerge, I/We will provide a personal and business financial statement and history.

I/We further acknowledge and accept that iMerge is acting as a TRANSACTION BROKER. A Transaction Broker is an intermediary, facilitating a brokerage transaction between a Buyer and Seller without representing either party as an Agent. A Transaction Broker shall not represent the interest of one party to the exclusion or detriment of the interest of the other party. A Transaction Broker is required to treat the Buyer and Seller with honesty and fairness, and shall disclose all known facts materially affecting the transaction.

I/We further acknowledge and accept that all information and materials provided are supplied by the Seller, and are not verified in any way by iMerge. The Seller believes the information to be true; however accuracy is not guaranteed and all such information should not be considered complete. While statements may be presented concerning a matter of opinion, whether or not so identified, these are only statements of opinion. iMerge makes no representations or warranties, expressed of implied, regarding the information provided you. iMerge is qualified to advise about the nature of a business. If legal, accounting or tax advice is desired, consult with the appropriate professionals.

I/We further acknowledge that all fees due iMerge are, and will be, the responsibility of the Seller unless, I/We circumvent or interfere with iMerge's contract with the Seller in any way at which time, I/We assume Sellers obligation for fees due iMerge.

I/We further acknowledge and accept that the Seller, at Sellers sole discretion, may instruct iMerge to withhold any or all information from the undersigned for any reason.

I/We further acknowledge and accept that iMerge, and/or the Seller and its owners shall have a right of action directly against us for any and all remedies provided by law in event of breach of our agreed upon obligations under items 1, 2, 3, 4 or 5 above.

In witness whereof, the parties have executed this Agreement as of today May 21, 2013

I Agree: I Agree to the Terms & Conditions of This NDA
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