Non-Disclosure Agreement
Introduction
THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered by and between BizRetire LLC (“Advertiser"), the person and entity (collectively the “Buyer”), that is registering for a buying account, and using said account, and each business ("Seller") that has or creates a business listing on the Advertisers' platform, on the day that the Buyer agrees to this agreement through electronic verification either through the clicking of a check box near a statement of agreement and/or digital signature ("Effective Date"), in regards to the use of confidential information that may be viewed or received by the Buyer.
Recitals
A. The Advertiser provides a private advertising business listing service ("Service") for the Seller to advertise their business for sale in which the Buyer pays to view those listings and/or send their contact information to the Seller.
B. Seller generally seeks to use the Service to reduce the number of inquiries from undedicated and/or unqualified buyers, especially those that might violate the confidentiality of Seller information. The Advertiser attempts to provide a higher quality Buyer candidate to the Seller via tools such as, but not limited to: requiring them to agree to and follow all agreements and contracts. The Buyer keeping Seller information confidential is a key requirement for the Advertiser to offer the Service to the Seller. Any buyer that violates confidentiality of any Seller information may cause harm to the Advertiser or Seller's reputation and/or business.
C. Buyers generally seek to use the Service to have access to a higher concentration of unseen business for sale listings. In order to determine if the business is the right one to buy, the Buyer may use information displayed by the Service and may receive additional information directly from the Seller. Any Buyer that violates Seller confidentiality may create a situation in which the Seller's advertisement or information could become public and cause irrevocable harm to the Advertiser or Seller's reputation and/or business.
D. Buyers that leak information about a business being for sale or confidential information about the business could irrevocably harm the Seller, to include but not limited to; personal information leaked leading to scam or identity left, proprietary information lost, loss of employees or customers.
E. Seller has agreed to furnish the Buyer with certain financial and other confidential information concerning the Business pursuant to the terms hereof.
Covenants
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
Confidential Information
Seller has authorized Advertiser to display certain information to the Buyer in an advertisement. Buyer may also request additional information directly from the Seller in the evaluation of the Business and the purchase thereof. Buyer acknowledges and agrees that all information disclosed by Advertiser or Seller regarding the Business is highly sensitive, privileged, and confidential (hereinafter “Confidential Information”) regardless of whether or not such information is publicly available or previously known by Buyer. Confidential Information shall include, but is not limited to, all oral or written information concerning the business and affairs of the Company (which includes advertisement details, financial statements, tax returns, financial projections and budgets, historical and projected sales, trade secrets, product specifications, know-how, processes, price lists, market studies, business plans, technology, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training techniques and nformation, operational details, proprietary product or service information, the identity of vendors, clients, employees and landlords, as well as any other information not generally known to the public).
Ownership
Buyer acknowledges and agrees that the Confidential Information is and shall continue to be the exclusive property of the Seller, whether or not disclosed or entrusted to the Buyer pursuant to this Agreement.
Non-disclosure of Confidential Information.
As a material precondition to the furnishing of Confidential Information to Buyer, Buyer hereby expressly agrees not to use the Confidential Information for any purpose other than to evaluate the Business for the purpose of purchasing the Business from Seller. Buyer shall not, without the prior consent of Seller, disclose Confidential Information to anyone other than Buyer’s professional advisors, employees, agents and representatives who are directly involved with and/or assisting Buyer in evaluating the proposed acquisition of the Business by Buyer. Buyer shall ensure that all professional advisors, employees, agents and representatives to whom Buyer provides Confidential Information shall abide by the terms of this Agreement. Buyer assumes full responsibility for the unauthorized disclosure of Confidential Information by any person to whom Buyer has supplied such information. Buyer further agrees not copy, transmit, reproduce, summarize, quote, or make any use of the Confidential Information without Seller's prior consent. Buyer shall immediately return to Seller and/or otherwise destroy all Confidential Information in the event that Buyer decides not purchase the Business. Buyer acknowledges and agrees that any unauthorized disclosure of the Confidential Information shall cause irreparable harm to the Advertiser and Seller. Buyer shall exercise the highest degree of care in safeguarding the Confidential Information against loss, theft, or other inadvertent disclosure, and agrees to take all steps necessary to ensure the maintenance and security of confidentiality.
Buyer Shall Use Information for Evaluation Purposes Only.
Buyer agrees that Confidential Information supplied by the Advertiser or Seller may only be used to evaluate the Business for a possible purchase, and not for purposes of gaining information to compete with Seller or the business, or to disclose information to competitors of the Business, the IRS, or any other governmental or taxing agency.
Buyer Shall Direct All Contact Through Express Consent of Seller. Neither Buyer nor Buyer’s agents shall contact the Seller or any of the Seller’s landlords, property managers, employees, vendors, or clients without the consent of the Seller. All correspondence, inquiries, offers to purchase, and negotiations relating to the purchase of a Business must be conducted
exclusively to the Seller.
No Representations by Advertiser.
All information about the Businesses is provided by the Seller, and has not been verified by Advertiser. Buyer acknowledges and agrees that Advertiser makes no representations or warranties, express or implied, as to the completeness or accuracy of any Confidential Information or other Information provided to Buyer during the course of Buyer’s evaluation of the business. Any such representations and warranties shall be made exclusively by the Seller, and shall be set forth in a signed purchase contract or similar agreement. Buyer agrees that it is Buyer’s responsibility to conduct due diligence, and to determine the accuracy of any information supplied by Seller concerning the Business. Buyer should obtain professional assistance from independent accounting, legal, financial advisors, and any other professional servicer prior to consummating any agreement to purchase the Business.
Remedies.
Any disclosure of the Confidential Information will cause irreparable harm Seller and Advertiser. Seller and Seller’s successors and assigns are intended to be third party beneficiaries of this Agreement and may prosecute any action at law or in equity to enforce this Agreement even though Seller is not a party hereto. In addition to any other applicable legal or equitable remedies, Advertiser and Seller shall be entitled to seek specific performance and/or injunctive relief in the event of Buyer’s breach hereof. Buyer shall pay Advertiser and Seller all fees and costs, including legal fees and costs incurred by Seller in enforcing this Agreement.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. The prevailing party of any action instituted to enforce this Agreement shall be entitled to an award of its legal fees and costs incurred therein.
Agreement Binding.
This Agreement shall be binding upon the Buyer’s successors, heirs, and assigns.
Severability.
If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
Survival.
This Agreement and Buyer's duty of confidentiality hereunder, shall survive
the parties’ negotiations to purchase the Business, regardless of the outcome of such negotiations.
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same document.
WHEREFORE, I, the Buyer, understand and agree that this Agreement is legally binding upon me, and all of my agents who have viewed or received Confidential Information. I understand and agree that the Seller and/or the Advertiser have the right to seek any and all lawful remedies to enforce the terms of this Agreement and to collect on the remedy of any harm of the breach of this agreement, with interest.
By electronically clicking a check box next to an agreement statement and/or signing electronically, I acknowledge that I have read and fully understand the terms, conditions, and disclosures contained herein.