1. Not to divulge such information to others, except to secure their advice and counsel. Buyer agrees not to use information gained to open or start a similar or competing business;
2. To conduct all further inquiry into the disclosed business opportunity exclusively through the offices of Cornerstone Business Advisors which company is acknowledged to be the agency first providing such information to the undersigned;
3. To certify that the purpose of my inquiry into all confidential information is for legitimate purposes and with no intention of harm to either the Seller or CBA;
4. PURCHASER agrees not to contact SELLER as it relates to the sellers business for sale, or any entity or person having a business relationship with SELLER, including, but not limited to, owners, partners, members, shareholders, officers, directors, landlords, lessors, lessees, tenants, employees, independent contractors, suppliers, clients, customers, etc. except through CBA and with CBA’s' approval. PURCHASER understands and agrees that all inquiries of any kind and nature, offers to purchase, and negotiations with regard to this BUSINESS will be conducted exclusively through CBA;
5. PURCHASER understands that CBA has a listing agreement with the SELLER that compensates CBA in the event of a transfer of all or any part of the Business, and PURCHASER agrees not to circumvent or interfere with CBA’s' contract with SELLER in any way. PURCHASER UNDERSTANDS AND AGREES THAT PURCHASER SHALL BE LIABLE TO CBA FOR PAYMENT OF COMMISSIONS DUE FROM SELLER IN THE EVENT OF SUCH INTERFERENCE;
6. In the event PURCHASER or a party it represents for whatever reason does not purchase the SELLER, PURCHASER agrees to immediately return to CBA and electronically delete any and all materials related to SELLER, including, without limitation, all Confidential Information, without retaining any copies; and
7. The term "Confidential Information" for purposes of this Agreement shall mean all information provided by CBA to the undersigned concerning or with regard to any business listed by CBA (any such business being referred to herein as "SELLER"), including, without limitation, the fact that a business is for sale, all financial, production, marketing and pricing information (both historical and forecasts), business methods, business manuals, manufacturing procedures, correspondence, processes, data, contracts, contract information (including the identity of other parties with whom SELLER has a contractual relationship of any nature), customer lists, employee lists, independent contractor information, and any other information whether written, oral, or otherwise made known to the undersigned, including summaries thereof prepared by CBA or prepared by a third party and provided by CBA and/or SELLER:
(a) from any inspection, examination, or other review of the books, records, assets, liabilities, processes, or production methods of SELLER;
(b) from communication with SELLER or SELLER's equity owners, directors, officers, employees, agents, suppliers, customers or representatives;
(c) during visits to SELLER's premises;
(d) through disclosure or discovery in any other manner; or
(e) by any other method or source. However, Confidential Information does not include any information which is readily available and known to the public.
DISCLAIMERAll information and materials provided by CBA to prospective purchasers have been provided in good faith by our client, the Seller; however accuracy is not guaranteed and all information should not be considered complete. While statements may be presented concerning a matter of opinion, whether or not so identified they are only statements of opinion and should not be construed as fact. CBA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED. All information provided is for confidential use and is to be used solely for the purpose of evaluating the company as a potential purchaser. CBA represents the Seller and the Seller pays the fee to Cornerstone Advisory Partners, not the Buyer. PURCHASER ACKNOWLEDGES THAT BUYING OR ADVISING OTHERS TO BUY A BUSINESS INVOLVES RISK. PURCHASER ACCEPTS SOLE RESPONSIBILITY FOR THE DECISION OR RECOMMENDATION TO BUY A BUSINESS AND AGREES TO RELY SOLELY ON PURCHASER'S OWN INDEPENDENT INVESTIGATION AND EVALUATION OF THE BUSINESS BEING PURCHASED. CBA HAS ADVISED PURCHASER TO SEEK INDEPENDENT LEGAL, TAX, ACCOUNTING, AND OTHER PROFESSIONAL ADVICE PRIOR TO MAKING A PURCHASE DECISION OR RECOMMENDATION.
IF PURCHASER IS A BUSINESS ENTITY (e.g. Corporation, LLC, LLP, LP, etc.), the undersigned officer or agent acknowledges that he/she has full authority and is authorized to enter into this Agreement by and on behalf of PURCHASER.