CONFIDENTIALITY, NON-DISCLOSURE, NON-CIRCUMVENTION AGREEMENT
Capitol Business Consultants, Inc.
This Agreement will confirm the mutual understanding between Capitol Business Consultants, Inc., (Broker), who is providing information to you, the undersigned, as a prospective buyer (Buyer), and your receipt of that information, regarding the business designated below, either by name or by description, and later referred to as the “Company”, the “Business” or the “Seller.”
“Broker” shall mean the Broker and its agents, employees, officers, directors, shareholders, co-brokers, representatives, independent contractors and affiliates.
“Buyer” shall mean and include the undersigned individually, as a member of a partnership, as an employee, stockholder, officer or director of a corporation or as an agent, consultant or advisor or any similar capacity for or to any business entity or another individual.
In order to induce the Broker and/or Seller to furnish Information regarding the Business (the “Information”) to Buyer, for Buyer’s evaluation and possible purchase of said Business and in consideration for the Broker or Seller furnishing such Information, Buyer understands, agrees, represents and warrants to Broker and Seller the following:
1. The undersigned agrees that Information is being furnished solely for the undersigned’s purpose of evaluating the information for the purpose of acquiring the Company and that the Information shall be treated as "secret", “proprietary” and "confidential" and no portion of it shall be disclosed to others, except to those such as, employees and agents whose knowledge of the Information is required to evaluate the Company as a potential acquisition for the Buyer and who shall assume the same obligations listed in this Agreement. The undersigned hereby assumes full responsibility for the compliance of such employees or agents as to the terms of this Agreement.
2. The Buyer agrees not to utilize, now or in the future, any trade secret(s), as that term may be defined under statutory or common law, that is/are included in the furnished Information for any purpose other than evaluating the possible purchase of the Business; including, without limitation, not utilizing same in the conduct of Buyer’s or any other party’s present or future business. The undersigned agrees that it will not hire any of the Company's employees, nor interfere in any way with any of its business using knowledge acquired under this Agreement nor use any such Information in a manner harmful to the Company.
3. Buyer will not utilize any furnished proprietary Information to enter into and/or engage in competition with the Business or assist or promote any other party(s) in doing so. The foregoing prohibition against utilizing said Information in competing with the Business shall remain if effect for three (3) years from the date hereof.
4. The “Information" means all oral or written data, reports, records or materials obtained from Broker or the Company, including the name, address, and type of business of the Company, the knowledge that the Company may be considering a sale, or even the fact that information has been provided. Information shall not include, and all obligations as to non-disclosure by the undersigned shall cease to be any part of such Information to the extent that such Information: (a) is or becomes public other than as a result of acts by the undersigned; (b) can be shown was already known to the undersigned at the time of its disclosure hereunder; (c) is independently obtained by the undersigned from a third party having no duty of confidentiality to the Company; or (d) is obligated to be disclosed pursuant to applicable law, regulation or legal process.
5. It is understood that the Company is the intended party and beneficiary whose rights are being protected and may enforce the terms of this Agreement as if it were a party to this Agreement.
6. This Agreement acknowledges that the Buyer has been advised that the Broker represents the Company in this transaction and has a contract with the Company and the Company shall compensate the Broker. Buyer agrees not to attempt to interfere with, modify or negotiate the Broker’s Professional Fees and/or Commission. Doing so violates the terms of this Agreement, interferes with the Brokers ability to be compensated and makes the Buyer responsible to pay the full amount of the Broker’s Professional Fees and/or Commission if Buyer violates this provision.
7. The Buyer agrees not to visit the business or contact the Company, employees, suppliers or customers of the Business without express permission. All communications shall be directed through the Broker unless otherwise specified in writing. Any attempt by the Buyer to negotiate directly with the Seller regarding the price or terms or any attempt by the
Buyer to circumvent the Broker’s contract with the Seller shall be actionable at law for tortuous interference with a contract. In that event, Buyer agrees to pay Broker his full commission upon notice from Broker of such action.
8. If Buyer decides not to pursue the purchase of the Business or upon the request of the Broker, the Buyer will promptly return to Broker all Information furnished by Broker or Seller, including any and all reproductions of same, and further, shall destroy any and all analyses, compilations or other material that incorporates any part of said Information.
9. The Information furnished by Broker has been prepared by or is based upon representations of the Seller. It is understood that (a) no representation or warranties are being made as to the completeness or accuracy of any Information and (b) any and all representations and warranties shall be made solely by the Company. Broker has made no independent investigation or verification of said Information. Buyer hereby expressly releases and discharges the Broker from any and all responsibility and/or liability in conjunction with the accuracy, completeness or any other aspect of the information and accepts sole and final responsibility for the evaluation of the information and all other factors relating to the Business at Buyer’s own expense prior to any acquisition.
10. The performance and construction of this Agreement shall be governed by the laws of the State of Texas. All sums due hereunder shall be payable at the office of the Broker in Fort Bend County, Texas and all parties hereto agree to forbear from filing a claim in any other jurisdiction.
11. The respective obligations of the parties under this Agreement shall survive for a period of three years following the date hereof and shall be binding upon the Buyer, the Buyer’s heirs, executors, successors, assigns, administrators or representatives.
12. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be construed as if such invalid, void unenforceable provision had not been contained herein.
13. The terms and conditions of this Agreement shall also apply to any other business and/or property in which Broker has been contracted to represent for the purpose of selling and on which Broker or owner(s) has furnished information to Buyer. Further, it shall not be necessary for Buyer to execute any additional agreement(s) to that effect and any terms and condition of this Agreement that refer to the date hereof shall automatically be adjusted to reflect the date on which Broker or owner(s) initially furnished information to Buyer on such other business and/or property.
14. The provisions in this Agreement cannot be modified, supplemented or rescinded without the written consent of the Broker. This Agreement sets forth the entire agreement and understanding.
15. The forms and presentation materials used by Capitol are property of Capitol and the Buyer agrees not to share these items or the information presented with other business brokers or any agents that could be considered competitors of Capitol.
Undersigned acknowledges that this agreement will apply to any and all businesses listed by Capitol Business Consultants.
“Broker” shall mean the Broker and its agents, employees, officers, directors, shareholders, co-brokers, representatives, independent contractors and affiliates.
“Buyer” shall mean and include the undersigned individually, as a member of a partnership, as an employee, stockholder, officer or director of a corporation or as an agent, consultant or advisor or any similar capacity for or to any business entity or another individual.
In order to induce the Broker and/or Seller to furnish Information regarding the Business (the “Information”) to Buyer, for Buyer’s evaluation and possible purchase of said Business and in consideration for the Broker or Seller furnishing such Information, Buyer understands, agrees, represents and warrants to Broker and Seller the following:
1. The undersigned agrees that Information is being furnished solely for the undersigned’s purpose of evaluating the information for the purpose of acquiring the Company and that the Information shall be treated as "secret", “proprietary” and "confidential" and no portion of it shall be disclosed to others, except to those such as, employees and agents whose knowledge of the Information is required to evaluate the Company as a potential acquisition for the Buyer and who shall assume the same obligations listed in this Agreement. The undersigned hereby assumes full responsibility for the compliance of such employees or agents as to the terms of this Agreement.
2. The Buyer agrees not to utilize, now or in the future, any trade secret(s), as that term may be defined under statutory or common law, that is/are included in the furnished Information for any purpose other than evaluating the possible purchase of the Business; including, without limitation, not utilizing same in the conduct of Buyer’s or any other party’s present or future business. The undersigned agrees that it will not hire any of the Company's employees, nor interfere in any way with any of its business using knowledge acquired under this Agreement nor use any such Information in a manner harmful to the Company.
3. Buyer will not utilize any furnished proprietary Information to enter into and/or engage in competition with the Business or assist or promote any other party(s) in doing so. The foregoing prohibition against utilizing said Information in competing with the Business shall remain if effect for three (3) years from the date hereof.
4. The “Information" means all oral or written data, reports, records or materials obtained from Broker or the Company, including the name, address, and type of business of the Company, the knowledge that the Company may be considering a sale, or even the fact that information has been provided. Information shall not include, and all obligations as to non-disclosure by the undersigned shall cease to be any part of such Information to the extent that such Information: (a) is or becomes public other than as a result of acts by the undersigned; (b) can be shown was already known to the undersigned at the time of its disclosure hereunder; (c) is independently obtained by the undersigned from a third party having no duty of confidentiality to the Company; or (d) is obligated to be disclosed pursuant to applicable law, regulation or legal process.
5. It is understood that the Company is the intended party and beneficiary whose rights are being protected and may enforce the terms of this Agreement as if it were a party to this Agreement.
6. This Agreement acknowledges that the Buyer has been advised that the Broker represents the Company in this transaction and has a contract with the Company and the Company shall compensate the Broker. Buyer agrees not to attempt to interfere with, modify or negotiate the Broker’s Professional Fees and/or Commission. Doing so violates the terms of this Agreement, interferes with the Brokers ability to be compensated and makes the Buyer responsible to pay the full amount of the Broker’s Professional Fees and/or Commission if Buyer violates this provision.
7. The Buyer agrees not to visit the business or contact the Company, employees, suppliers or customers of the Business without express permission. All communications shall be directed through the Broker unless otherwise specified in writing. Any attempt by the Buyer to negotiate directly with the Seller regarding the price or terms or any attempt by the
Buyer to circumvent the Broker’s contract with the Seller shall be actionable at law for tortuous interference with a contract. In that event, Buyer agrees to pay Broker his full commission upon notice from Broker of such action.
8. If Buyer decides not to pursue the purchase of the Business or upon the request of the Broker, the Buyer will promptly return to Broker all Information furnished by Broker or Seller, including any and all reproductions of same, and further, shall destroy any and all analyses, compilations or other material that incorporates any part of said Information.
9. The Information furnished by Broker has been prepared by or is based upon representations of the Seller. It is understood that (a) no representation or warranties are being made as to the completeness or accuracy of any Information and (b) any and all representations and warranties shall be made solely by the Company. Broker has made no independent investigation or verification of said Information. Buyer hereby expressly releases and discharges the Broker from any and all responsibility and/or liability in conjunction with the accuracy, completeness or any other aspect of the information and accepts sole and final responsibility for the evaluation of the information and all other factors relating to the Business at Buyer’s own expense prior to any acquisition.
10. The performance and construction of this Agreement shall be governed by the laws of the State of Texas. All sums due hereunder shall be payable at the office of the Broker in Fort Bend County, Texas and all parties hereto agree to forbear from filing a claim in any other jurisdiction.
11. The respective obligations of the parties under this Agreement shall survive for a period of three years following the date hereof and shall be binding upon the Buyer, the Buyer’s heirs, executors, successors, assigns, administrators or representatives.
12. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be construed as if such invalid, void unenforceable provision had not been contained herein.
13. The terms and conditions of this Agreement shall also apply to any other business and/or property in which Broker has been contracted to represent for the purpose of selling and on which Broker or owner(s) has furnished information to Buyer. Further, it shall not be necessary for Buyer to execute any additional agreement(s) to that effect and any terms and condition of this Agreement that refer to the date hereof shall automatically be adjusted to reflect the date on which Broker or owner(s) initially furnished information to Buyer on such other business and/or property.
14. The provisions in this Agreement cannot be modified, supplemented or rescinded without the written consent of the Broker. This Agreement sets forth the entire agreement and understanding.
15. The forms and presentation materials used by Capitol are property of Capitol and the Buyer agrees not to share these items or the information presented with other business brokers or any agents that could be considered competitors of Capitol.
Undersigned acknowledges that this agreement will apply to any and all businesses listed by Capitol Business Consultants.