Whereas RE/MAX Gold ("Seller Broker") acknowledges that it has been requested to and will furnish to the individual/company/organization ("Buyer") and their Broker (“Buyer Broker”) named below certain information relating to a business or businesses, that are being offered for sale by the current owner ("Seller"). This information will be used by Buyer for the purpose of negotiating with Seller for the possible purchase by Buyer of the assets relating to Seller's business or an interest therein; and, Whereas Seller desires to maintain the confidentiality of the information disclosed; Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer agrees as follows:
1. NON-DISCLOSURE OF INFORMATION:
Buyer/Buyer Broker agrees that it will not at any time, without the prior written consent of Seller, disclose any Confidential Information, as hereinafter defined, or permit access to Confidential Information by anyone other than: (a) Buyer's management, (b) Buyer's legal counsel, (c) independent accountants, or (d) other qualified agents/consultants retained by Buyer to whom disclosure or access is necessary for Buyer to evaluate the facilities, operations, or personnel of the business.
Disclosure of Confidential Information shall be made to these persons only in connection with the potential acquisition of the Business, and then only if they understand their obligation to maintain the confidentiality of such Confidential Information and to use the same only for the purposes described herein.
Buyer/Buyer Broker further agrees that neither Buyer/Buyer Broker nor any other party shall use or permit the use of Confidential Information in any manner whatsoever, except as may be required for Buyer to evaluate facilities, operations, and personnel of the Business.
At the close of negotiations as herein contemplated or upon request by Seller Broker or Seller, Buyer/Buyer Broker will return all records, documents, and memoranda furnished pursuant hereto to Broker and will neither make nor retain any copy, reproduction, or record thereof.
2. DEFINITION OF "INFORMATION" AND "CONFIDENTIAL INFORMATION":
As used herein, the term "information" means all financial information, production information, processes, manufacturing procedures, marketing information, pricing information, correspondence, contracts, customer lists, and any other information (whether written or oral or otherwise) made known to Buyer/Buyer Broker: (a) from any inspection, examination, or other review of the books, records, machinery, devices, processes, or production methods of Seller; (b) from communications with the directors, officers, employees, agents, or representatives of Seller; or (c) during visits to Seller's premises.
"Confidential Information" means all information as above defined, except Information which prior to or after Buyer's receipt thereof: (i) was or becomes publicly known without disclosure by Seller; or (ii) was or is acquired by Buyer from a third party, provided that such third party in providing such Information to Buyer has not therein breached any agreement with, or acted in derogation of, any confidential relationship with Seller.
3. DISCLAIMER OF BROKER'S LIABILITY:
The information which Seller Broker will provide under this agreement to Buyer/Buyer Broker has been provided to Seller Broker by the management of Seller. Seller Broker expressly disclaims any and all liability for representations or warranties, expressed or implied, contained in such Information, or for omissions from them. Seller Broker believes such Information to be correct but has not verified or checked it. Any agreement or decision by Buyer to pursue a transaction regarding the Business should be based on further investigation by the Buyer.
4. EXCLUSIVE REPRESENTATION:
Buyer/Buyer Broker shall conduct all inquiries into and discussion with any business about which Seller Broker provides information solely through Seller Broker, and shall not directly contact the Seller, employees, or other representatives of the business except by prior arrangement with the Seller Broker. Additionally, Buyer/Buyer Broker agrees to negotiate and make all offers for the business through the Seller Broker.