APOGEE EQUITY PARTNERS /SUNBELT BUSINESS BROKERS

CONFIDENTIALITY AND CLIENT AGREEMENT AND AGENCY DISCLOSURE

In connection with your possible interest in purchasing our Retailer in 5 Points - Includes $60,000 in Assets Business with reference: 58380 - hereinafter called the “Business”, through Apogee Equity Partners / Sunbelt Business Brokers, hereinafter called “Agent”, you will be furnished with certain materials, which include information, which is either non-public, confidential or proprietary in nature. Such information, in whole or in part, together with analysis, compilations, studies or other generated from such information and your review thereof, is hereafter referred to as the “Proprietary Information”. The Proprietary Information does not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by us or anyone to whom we transmit the information; (b) is available to you on a non-confidential basis or is otherwise known to you; or (c) becomes available to you on a non-confidential basis from a source who is not bound by a confidentiality agreement with Agent or the Business entity hereafter named.

By execution of this Agreement, and in consideration for the information, which will be provided for use in your evaluation of the Business, you agree to the following:

1. To conduct all inquiry into the referenced business exclusively through Agent, which company I/we hereby acknowledge to be the agency first providing such information to me/us.
2. You should be and are to be held responsible for any breach of the Agreement by you, your agents and/or employees and/or associates in that Proprietary Information will be kept confidential and shall not, without the prior written consent of Agent be disclosed to non involved parties by you, your agents and/or employees and/or associates, in any manner whatsoever, in whole or in part, and shall not be used by you, your agents and/or employees and/or associates except those who need to know the Proprietary Information for the purpose of evaluating your possible interest as described above and who are informed by you of the confidential nature of the Proprietary Information prior to release to them.
3. The Proprietary Information, except for the portion of the Proprietary Information, which consists of analysis, compilations, studies or other documents prepared by you, your agents or employees, will be returned immediately upon Business and/or Agent request without retaining any copies thereof. That portion of the Proprietary Information which consists of analysis, compilations, studies or other documents prepared by you, your agents or employees, will be held by you and kept confidential and subject to all the terms of this Agreement or destroyed at the request of the Business and/or Agent with such destruction confirmed in writing.
4. In the event that you or anyone to whom you transmit the Proprietary Information pursuant to the Agreement becomes legally compelled to disclose any of the Proprietary Information, you will provide Agent with prompt notice thereof so that the Business may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of the Agreement. In the event that such protection order or other remedy is not obtained, or that the Business waives compliance with the provisions of this agreement, you will furnish only that portion of the Proprietary Information which is legally required and will exercise your best efforts to obtain relief assurances that confidential treatment will be accorded the Proprietary Information.
5. You agree that for a period of two (2) years following termination of discussions and/or negotiations among representatives of yourselves and the Business regarding the possible purchase by you of the Business you will not have discussions of a business nature with any employee, officer or director of the business except where specific permission to do so is granted by the Business and/or Agent. You further agree that, for a period of two (2) years from the date of introduction of the Business by Agent you will not, without the Business’s expressed written consent, recruit, solicit for employment by you, your company or associates, or hire anyone then serving as an employee, officer, or director of the Business, or accept employment from the Business without consent of the Business and Agent and payment of the commission due Agent or release there from.
6. Payment of the Agents fee, unless otherwise negotiated and placed in writing at the time of an offer, will be the responsibility of the Seller provided a transaction is consummated. That fee would be paid at the Closing. You agree to protect that fee, and therefore if the Business were to reorganize, seek bankruptcy protection, or in any way alter the Listing Structure legally avoiding the Agent’s fee from the Seller and the sale were to continue at the option of the Seller and the undersigned then the fee will become the responsibility of the undersigned if a purchase of the assets, lease, an employment contract or other arrangement were to develop from this introduction. You further agree that if no sale or other transfer of ownership or control occurs, and you lease the Business and/or Business location from the Landlord or any other person who controls the Business Location the Agent will be entitled to a leasing fee from you of 10% of the value of the entire lease or a minimum of $15,000 whichever is greater.
7. Additionally, if the undersigned has knowledge of the Business being introduced or prior knowledge or any other mitigating circumstance that in any way would modify the Agent’s commission right this detail must be expressed at the time of introduction.
8. Agency Disclosure You acknowledge, understand, and agree that in any of your dealings with Agent, that the Agent is and will be acting an Agent of the Seller.
   
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This Agreement is for the benefit of the Business and/or Agent and without prejudice to the rights and remedies otherwise available to it. The Business and/or Agent shall be entitled to seek equitable relief including attorney fees if the Business and or/Agent should allege that you have breached or threatened to breach any of the premises of the Agreement, subject to any and all defenses that may be available to you.

If you are in agreement with foregoing, please sign and whereupon the provisions hereto shall continue a binding agreement as of the date first below written. 

 I accept and agree to the provisions of this letter.

Date:  


Signature: 

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Current Employer:  

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