NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Results Business Advisors LLC, a Nebraska limited liability company (herein referred to as “RBA”, “we” or “us”), has agreements with owners or businesses (each a “Seller”), which requires us to obtain a Non-Disclosure and Confidentiality Agreement before we disclose the name, location or other confidential or proprietary information of any Seller being confidentially marketed for sale. IN CONSIDERATION FOR receiving information on any Seller or its business offered for sale by RBA, Buyer, for itself and on behalf of its agents, advisors, representatives, owners and employees hereby understands and agrees as follows:
1. Confidential Information.
Confidential Information provided by RBA on any Seller is sensitive and confidential and its disclosure to others or use by Buyer other than for evaluating a possible purchase transaction involving Seller, would be damaging to such Seller and to RBA's fiduciary relationship with the Seller. Buyer will not disclose any Confidential Information regarding any Seller to any other person who has not also signed and dated this Agreement except to secure their professional legal, financial or tax advice and counsel, in which case Buyer agrees to obtain their agreement to maintain such confidentiality. Buyer will not use the Confidential Information except for evaluating a possible acquisition involving Seller. "Confidential Information" shall include all materials and data, products/services, technology, platforms, manuals, business plans, financial information, the fact that Seller’s business is for sale and any other information disclosed or provided by RBA to Buyer. The term Confidential Information does not include any information that is, or becomes, generally available to the public or is already in Buyer’s possession on the date of this Agreement. All Confidential Information provided to review the business will be returned to RBA without retaining copies, summaries, analyses or extracts thereof in the event Buyer’s review is terminated.
2. No Contact with Seller.
Buyer will not, directly or indirectly, contact the Seller, Seller’s employees, suppliers, or customers except through RBA. Buyer will not use the Confidential Information received through this process to establish a competitive advantage over the Seller of the business. All correspondence, inquiries, offers to purchase, and negotiations relating to the purchase or lease of any business of Seller will be conducted exclusively through RBA.
3. Accuracy of Confidential Information; Disclaimer.All Confidential Information is assembled and provided by the Seller. RBA does not verify the Confidential Information; RBA relies on each Seller for the accuracy and completeness of said Confidential Information and makes no warranty, express or implied, as to the accuracy or completeness of such Confidential Information. Prior to finalizing an agreement to purchase a business, Buyer is responsible to conduct an independent verification of all Confidential Information. Buyer acknowledges and agrees that RBA is not responsible for the accuracy of any Confidential Information received, and Buyer agrees to indemnify and hold RBA harmless from any claims or damages resulting from its use. Buyer will look only to Seller and to Buyer’s own investigation for all information regarding any business offered by RBA.
4. No Professional Advice.
RBA does not give tax, accounting, or legal advice. Buyer is advised to seek advice and counsel from an attorney, certified public accountant and any other advisors necessary to make an informed decision regarding the purchase of any business opportunity bought or sold through RBA.
5. Creditworthiness; Deposit.
RBA reserves the right to request and review information evidencing Buyer’s financial ability to complete a transaction with a Seller. In addition, should Buyer enter into an agreement to purchase a Seller’s business, Buyer grants to the Seller the right to obtain, through standard reporting agencies, financial and credit information concerning Buyer and its owners and affiliates and understand that this information will be held confidential by Seller and RBA and will only be used for the purpose of the Seller evaluating the extending of credit to Buyer should an agreement to do so arise. In the event that Buyer pays an earnest money deposit, and the Buyer cannot consummate this business/investment purchase through no fault of Buyer, the earnest money deposit will be refunded in full LESS any amount expended for an appraisal, credit report, U.C.C. filing search, or other expenses incurred and agreed to herein. Buyer agrees that if Buyer should refuse to or delay completion of this transaction, then any funds or deposit with RBA will be forfeited to RBA [and Seller].
6. Agency Disclosure.
The Buyer(s) acknowledges that RBA is acting as an agent of the Seller and, except as provided herein, all fees due RBA are, will be, the responsibility of the Seller. A seller’s agent is an agent who acts on behalf of a seller under a listing agreement with a seller. A seller’s agent has affirmative obligations to the seller including the fiduciary duties of loyalty, obedience, disclosure, confidentiality, reasonable care, and diligence and accounting in dealing with the seller. In addition, a seller’s agent has affirmative obligations to the Buyer(s) and Seller of honest dealing and disclosure.
7. Risk Disclosure.
Business opportunities by their very nature carry risk. These risks include obsolescence or reduced demand for service or product, regulatory laws, ineffective management or loss of key personnel, changes in the local or national economic condition, and many others. Due to the risks inherent in business opportunities, buyer(s) could incur a loss, including, but not limited to, its entire investment. Buyer acknowledges that it understands these risks and that RBA cannot and does not in any way warrant or guarantee the future vitality or prospects of any business.
8. Indemnification and Hold Harmless Disclosure.Buyer acknowledges and agrees that neither RBA, nor any of RBA's agents, employees, officers, directors, shareholders, co-brokers, independent contractors and affiliates have made any representations or warranties regarding any fact regarding the business/stock being sold, any legal issues, aspect or ramification connected with the proposed purchase/sale, or any representation or warranty to Buyer concerning the financial condition of any Seller, or any matter relating to any Seller. RBA has made no independent investigation or verification of any representation, warranty, document, or information presented by any Seller. Buyer has either done its own independent investigation with respect to such items or was advised by RBA to do so.
Buyer hereby releases, indemnifies and holds harmless RBA from and against any and all claims and damages of each kind attributable to the performance or non-performance of any Seller and/or Buyer under any agreement connected with the sale/purchase of the business/stock described above. RBA shall not be liable or responsible for, and are hereby indemnified and held harmless by Buyer from and against any and all claims and damages of any kind relating to the above-referenced sale/purchase.
* I understand that entering my electronic signature on the following screen shall constitute a facsimile of my signature and acceptance of all terms outlined in the agreement above.