This AGREEMENT is entered into between Venture Advisors Business Group, Inc., (VABG) and the undersigned prospective purchaser (hereafter “BUYER”) of a business offered for sale through VABG. “SELLER” shall refer to any business or business entity being offered for sale for which VABG provides information. VABG and Buyer agree as follows:
NON-DISCLOSURE OF INFORMATION: The undersigned acknowledges that Seller desires to maintain the confidentiality of the information disclosed. The undersigned agrees with VABG not to disclose or permit access to any Confidential Information without the prior written consent of Seller, to anyone other than Buyer’s employees, legal counsel, accountants, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business. Disclosure of Confidential Information shall be made to these parties only in connection with the potential acquisition of the Business, and then only if these parties understand and agree to maintain the confidentiality of such Confidential Information. The undersigned shall be responsible for any breach of this Agreement by these parties, and neither Buyer nor these parties shall use or permit the use of Confidential Information in any manner whatsoever, except as may be required for Buyer to evaluate the Business or as may be required by legal process. If the Buyer does not purchase the Business, Buyer, at the close of negotiations, will destroy or return to VABG (at VABG's request) all information provided to Buyer and will not retain any copy, reproduction, or record thereof.
DEFINITION OF "CONFIDENTIAL INFORMATION": The term " Confidential Information" shall mean all information, including the fact that the Business is for sale, all financial, production, marketing and pricing information, business methods, business manuals, manufacturing procedures, correspondence, processes, data, contracts, customer lists, employee lists and any other information whether written, oral or otherwise made known to Buyer: (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 its directors, officers, employees, agents, suppliers, customers or representatives; (c) during visits to Seller's premises, or (d) through disclosure or discovery in any other manner. However, Confidential Information does not include any information which is readily available and known to the public.
DISCLAIMER OF BROKER'S LIABILITY AND BUYER'S RESPONSIBILITY: When VABG takes a business to market, it has received information about the business from the seller, usually including but not limited to tax returns, financial statements, equipment lists and facilities leases. Based on information provided by the Seller, VABG has prepared a summary description of the business which may include a cash flow projection, an adjusted income statement, a calculation of EBITDA and/or a Sellers Discretionary Earnings. Buyer understands that VABG does not audit or verify any information given to VABG or make any warranty or representation as to its accuracy or completeness, nor in any way guarantee future business performance. Buyer is solely responsible to examine and investigate the business, its assets, liabilities, financial statements, tax returns, and any other facts which might influence Buyer's decision to purchase or the price Buyer is willing to pay. Any decision by Buyer to purchase the Business shall be based solely on Buyer's own investigation and that of Buyer's legal, tax and other advisors. VABG urges Buyer to obtain independent legal, tax and accounting counsel.
NON-CIRCUMVENTION AGREEMENT: The Seller has entered into an agreement providing that Seller shall pay a fee to VABG or listing broker if during the term of that agreement or up to twenty-four months thereafter, the Business is transferred to a buyer introduced by VABG or a cooperating broker. Buyer shall conduct all inquiries into and discussions about the Business solely through VABG and shall not directly contact the Seller or the Seller's representatives. Should Buyer purchase all or part of the stock or assets of Business, acquire any interest in, or become affiliated in any capacity with Business without VABG’s participation, or in any way interfere with VABG or listing broker’s right to a fee, Buyer shall be liable to VABG, listing or cooperating broker for such a fee and any other damages including reasonable attorney's fees and costs.
FURTHER TERMS: Purchaser acknowledges that VABG is an agent of the Seller and is operating in the best interest of the Seller. Seller is intended to be a beneficiary of the duties and obligations of this Agreement and may prosecute any action at law or in equity necessary to enforce its terms and conditions as though a party hereto. Neither Buyer nor Buyer's agents will contact Seller's employees, customers, landlords or suppliers without Seller's consent. For three years, Buyer shall not directly or indirectly solicit for employment any employees of Seller. Seller may assign this Agreement to any new ownership of Business. This Agreement can only be modified in writing, signed by both VABG and Buyer. Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach. This Agreement supersedes all prior understandings or agreements between the parties with respect to its subject matter. This Agreement shall be construed under and governed by the laws of the State of California. If Buyer is a corporation, partnership, or other such entity, the undersigned executes this Agreement on behalf of Buyer and warrants that he/she is duly authorized to do so. Buyer acknowledges receipt, understanding and agreement with all terms of this Agreement.
When selling a business, owners are asked to reveal information that is confidential and sensitive, often including the very fact that the business is for sale. Accordingly, we have been asked to screen interesed parties to determine the degree to which they might be a competitor and to evaluate the actual level of interest, financial resources and background as indicators of the likelihood and ability to complete a purchase. Please complete the below questions in their entirety, so that we might make such an evaluation - which may include presentation to the seller for approval to release information.
How would you describe your interest in this business?
Current Business Name/Fund Name:
Your Title / Role:
Please name other businesses that you have owned or employment experiences that would contribute to your probability of success in this acquistion:
What is your required cash flow/EBITDA in an acquistion:
Other attributes of the business important to you in an acquisition:
3 rd Party Financed / Amount Available for Down Payment:
Will you require Seller Financing?
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