Buyers' Vendor Confidentiality Agreement Sample - Free Download
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BUYER CONFIDENTIALITY, NON-DISCLOSURE AND WARRANTY AGREEMENT
Asking Price and Terms
Please read this agreement before you sign it.
In order to protect the value and goodwill of a business as a “going concern” the sale must be a confidential process. This benefits you as the
potential owner, as well as the current owner, by maintaining the integrity of the important relationships with customers, employees, suppliers and
competitors. When the sale is kept confidential, operations can continue smoothly and a successful, effective transition can take place.
The undersigned (the "Buyer") understands and acknowledges that AccuBrokers, Inc. (the "Broker") has a valid agreement with the owner(s) (the
"Seller") of the business and/or property described below (the "Business") whereby Broker has been retained, for an agreed upon commission, to
represent Seller in the sale of the Business. Buyer understands and acknowledges the Broker is acting as the agent of the Seller and that
Broker's primary duty is to represent the interests of the Seller. In consideration of the Seller's willingness to provide the undersigned prospective
Buyer, its agents and representatives (“Buyer”) with Confidential Information (as defined below) about the Seller and the Seller’s assets and business
(the “Business”), Buyer hereby covenants, understands, agrees, represents, and warrants to the Broker and the Seller as follows:
DEFINITION OF “CONFIDENTIAL INFORMATION”:
1. Confidential Information shall mean any information the Broker or the Seller provides to the Buyer that is proprietary in nature and which the
Seller does not intend to be disclosed to the public, regardless of whether or not such information is marked as confidential. Confidential Information
shall include, but is not limited to information considered as a “Trade Secret” (as defined by applicable law), plus any information disclosed or made
available to the Buyer regarding the Seller and the Business, such as financial information, asset and equipment lists, customer and vendor lists, and
employee information. THE PARTIES EXPRESSLY AGREE THAT UNLESS INFORMATION PROVIDED TO THE BUYER IS MARKED AS NOT
CONFIDENTIAL OR IS OBVIOUSLY PUBLIC KNOWLEDGE, ALL INFORMATION PROVIDED TO THE BUYER RELATING TO THE SELLER AND
THE BUSINESS SHALL BE DEEMED TO BE, AND SHALL BE TREATED AS, CONFIDENTIAL INFORMATION.
NON-DISCLOSURE OF INFORMATION:
2. During the period of time that the Buyer is undertaking Buyer’s review of the Business, or is in possession of Confidential Information, and for a
period of two (2) years after the Buyer returns all of the Confidential Information provided to the Buyer (the “Term”), the Buyer will not, either directly
or indirectly, distribute, disclose or disseminate any Confidential Information to any third party. The Buyer may disclose the Confidential Information to
the Buyer’s professional advisors; however, the Buyer shall remain liable for any unauthorized disclosure of Confidential Information. In addition,
during the Term, the Buyer will not (i) interfere with the Business, (ii) hire or solicit any of the Seller’s employees, or (iii) solicit any of the Seller’s
3. Buyer will not disclose, except to the extent required by law, to any parties other than the persons described in Paragraph 2 above that the
Business is available for purchase or that evaluations, discussions or negotiations are taking place concerning a possible purchase.
The buyer accepts full responsibility for full compliance for all provisions of this agreement by such other persons.
4. In addition, during the Term, the Buyer shall not provide competitive goods or services to Seller’s customers within the business’s market area as
defined in the Seller-supplied business information; provided, however, that the Buyer will not be in violation of this paragraph if the Buyer acquires a
business that provides competitive goods or services if that business is in existence at the time the Buyer signs this Agreement. Competitive goods or
services shall mean those goods and/or services that the Seller provides in the Business.
5. The Buyer expressly acknowledges and agrees that with respect to all restrictive covenants contained in this Agreement, (i) he/she has read
these restrictive covenants, (ii) they are reasonable to protect the Seller’s business interest in the Business, (iii) the Buyer is bound by these restrictive
covenants; (iv) the Buyer will adhere to these restrictive covenants; and (v) failure of the Buyer to adhere to these restrictive covenants will result in
damages to the Seller for which the Buyer will be liable.
6. If Buyer decides not to pursue the possible purchase of the Business, Buyer will promptly return to Broker all Information previously 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.
7. Buyer will not contact directly or indirectly, the Seller’s banker, accountant, attorney, employees, representatives, agents, suppliers, competitors,
customers or others who might have information concerning the Seller without written permission from the Broker or the Seller.
8. The Buyer shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to the Seller and the
Business through the Selling Broker. Buyer shall not visit the business without the express permission of the Listing Broker.
DISCLAIMER OF BROKER’S LIABILITY AND BUYER’S RESPONSIBILITY:
9. The Buyer acknowledges that the delivery of any information, including Confidential Information (collectively, the “Information”) relating to the
Business has not been verified or audited by either the Listing Broker or the Selling Broker, and the Listing Broker and the Selling Broker make no
warranties or representations concerning the accuracy of the Information. The Buyer acknowledges that the Listing Broker and the Selling Broker
have advised the Buyer to, and the Buyer understands that the Buyer should, exercise adequate due diligence, through its own independent
investigation, before making any decisions relating to the Business. The Buyer further acknowledges that it will not rely upon any statements or
opinions of any kind of the Listing Broker or the Selling Broker, their agents, employees or representatives, in connection with the purchase and
sale of the Business. The Buyer releases the Listing Broker and the Selling Broker, their agents and representatives, of any and all claims arising
from or relating to the accuracy or completeness of the Information.
10. Buyer represents that Buyer has sufficient financial resources to complete the transaction for the asking price and terms set forth herein.
Buyer agrees to provide, upon request by Broker or Seller, financial statements, references and other pertinent information evidencing such