NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made and entered into between the undersigned individually and on behalf of undersigned's business entity, its officers, directors, partners, shareholders, employees, agents and advisors (collectively "Buyer") and National Kennel Sales and Appraisals, a Washington corporation ("NKSA") for the benefit of NKSA and any business entity presented by NKSA as an acquisition candidate ("Seller").
WHEREAS Buyer is requesting information from NKSA and Seller for the purposes of investigating a possible acquisition of business known as Aunt B's Pet Resort & Spa ("Transaction"). Therefore, in consideration of the mutual promises and covenants contained herein, and to induce the release of information by Seller and NKSA, I, Buyer, agree as follows:
I acknowledge and agree that I approached NKSA and that NKSA was the first to advise me of the availability and details concerning businesses and real property opportunity.
That any financial information provided on the business is sensitive and confidential and that its disclosure to others may be damaging to the business and its owner. I understand and agree that all dealings concerning the business will be handled through NKSA and that NKSA has entered into an agreement with the Seller for the payment of commissions. NKSA will furnish to me certain financial, proprietary. information which is non-public, confidential and proprietary in nature. This information will be kept confidential and shall not, without the prior written consent of NKSA, be disclosed by me or my/our agents, representatives or employees.
I am fully responsible for any breach of this Agreement by myself, my agents, representatives or employees. I agree not to disclose any financial information regarding this business to any other person who has not also signed this Agreement except to secure the advice and recommendations of my licensed business advisors (accountants, attorneys). “Information” as used in this Agreement shall include any and all financial information I'm about to receive.
I agree not to contact the business owner or their, employees, suppliers or customers except through NKSA. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase of the business will be conducted exclusively through NKSA.
I further acknowledge and agree that any financial information on the business is sensitive, unique and valuable and that disclosure or use of any business information in breach of this Agreement will result in irreparable injury for which monetary damages alone would be an adequate remedy. There, I agree that in the event of a breach or threatened breach of confidentiality, the business shall be entitled to specific performance, injunctive or other equitable relief, including, but not limited to, reasonable attorney's fees. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
I agree not to circumvent or interfere with the NKSA’s contract with the Seller in any way. I understand that if I interfere with the NKSA’s contract right to its fee from the Seller, I may be personally liable to NKSA for payment of Seller’s fee.
I agree that all information regarding the business for sale is provided by the Seller or other sources and is not verified in any way by NKSA. NKSA has no knowledge of the accuracy of said information and makes no warranty, express or implied, as to the accuracy of such information. Understanding that, I shall make an independent verification of said information prior to entering into an agreement to purchase the business. I agree to indemnify and hold NKSA and its agent(s) harmless from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to me with respect to any business I might purchase.
I specifically agree not to use this information to go into competition with the above-mentioned business.
I represent and warrant to the Seller and the NKSA that I have the capacity (individually or with retained business representatives) to make an independent review and reach an independent judgment about the value, strengths and/or weaknesses and/or potential of the business. I am advised to seek counsel from an attorney, accountant or other parties necessary to make an informed decision regarding the purchase of any business opportunity bought through NKSA.
I understand that NKSA is not an agent for me but an agent for the Seller.
If, after review of the materials provided by NKSA, I have no further interest in the business, I warrant to return all such information to NKSA and/or destroy any electronic information provided to me.
I represent and warrant to NKSA that I do not represent a third party, governmental agency or competitor of the business, nor am I employed by a competitor, and that the sole purpose of receiving any information regarding the business it to purchase the business. I acknowledge receiving a copy of this Agreement and an electronic signature shall be considered as original.[/row]