NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

 

This agreement ("Agreement") is made and entered into between the undersigned, its officers, directors, partners, employees, agents and advisors ("Buyer") and Business World Brokers, Inc., a Colorado corporation ("BWB") for the benefit of BWB and a presently undisclosed seller ("Seller").

 

In connection with the possible acquisition of a Seller presented to Buyer by BWB, BWB may be furnishing Buyer with information regarding Seller, including, but not limited to its financial condition, operations and prospectus of the company.  In consideration of obtaining this proprietary information, Buyer agrees that:

 

1.  Buyer acknowledges that BWB represents Seller.

 

2.  All the proprietary information furnished by BWB or Seller to Buyer is confidential.  Unauthorized disclosure of said information shall cause substantial and irreparable damage to BWB and Seller.

 

3.  Unless the parties hereto agree otherwise in writing, Buyer will not disclose or reveal any proprietary information, or the fact that Seller has been proposed for sale, for five (5) years from the date of signing to any person(s) or entity(s), other than Buyer’s employees or representatives who are directly participating in the evaluation of this information for any purpose other than in connection with the proposed acquisition or except as required by law.

 

4.  If Buyer does not wish to pursue the proposed acquisition at any time, Buyer will immediately advise BWB of this fact and return to BWB and/or Seller all proprietary information without keeping copies of it.

 

5.  Buyer understands that BWB and Seller may include in this proprietary information certain information in connection with Buyer’s due diligence and investigation, and BWB does not make any representation of warranty as to its accuracy or completeness.

 

6.  In consideration of any information furnished and presented to Buyer of the places of business listed with BWB as being available for sale or lease, Buyer agrees that should it buy, lease or come into possession of any such business within one (2) year from the date below, that Buyer will notify Broker.  Buyer understands that the Broker has a listing agreement or contract with the owner of any business listed with BWB, which listing agreement provides for a commission payment.  Buyer understands that, if it interferes in any way with the Broker's contractual right to a commission from Seller, Buyer may be personally liable for the payment of that commission.  Buyer understands that, should it become a manager or connected with any of the businesses listed, or should it buy, lease or rent any premises listed, then a commission will be due the Broker from Seller. 

 

7.  Buyer shall not reveal any information regarding Seller or any business listed by BWB to any broker, intermediary, lending institution, prospective equity partner, or other source without the specific prior approval of BWB.

 

8.  All information provided shall be used for the sole purpose of evaluating an acquisition or joint venture decision and shall not at any time, or in any manner, be utilized for any other purpose.  Buyer shall promptly advise BWB when its investigations or negotiations are completed and will immediately return all information furnished, in whatever form, without retaining copies, summaries or extracts, thereof unless and until any closing by Buyer and Seller has occurred.

 

9.  Buyer shall not contact the Seller's banker, accountant, attorney, employees, suppliers, competitors, customers or others who might have information concerning Seller without written permission of BWB.  Buyer will not contact Seller directly unless and until authorized by BWB.

 

10.  All communications or other notices to be provided pursuant to or in connection with this Agreement shall be sent to the parties of this agreement.

 

11.  All questions concerning the validity, interpretation, and application of this Agreement and the performance of any obligations thereunder shall be governed by the laws of the State of Colorado, without regard to its conflict of law rules.

 

12.  In the event of any litigation between the parties hereto concerning this Agreement and the enforcement hereof, to prevailing party in such action shall be entitled to receive from the defaulting party all reasonable costs and expenses including, without limitation, reasonable attorneys’ fees incurred by the prevailing party in such action.

 

13.  This Agreement is the complete and exclusive statement of the understanding between the parties hereto regarding the subject matter hereof and may be amended only in a writing signed by both parties.  This Agreement supercedes all prior or contemporaneous communications and any and all prior agreements regarding the subject matter hereof.  It may not be assigned by either party.

 

Agreed to and accepted this ____ day of ___________________, 2009.

 

BUYER:
By:_______________________________________

Name:                                                                                                         Business World Brokers Associate

Title:                                                                                                             Please fax back 970 -704-1115

Street Address:                                                                    

City, State Zip Code:                                                         

Email:                                                                                   

Phone:                                                                                  

Fax:                                                                                       


Confidential Purchaser Profile

(Individual Purchaser)

 

Name:__________________________________ Spouse/Partner: _________________________

Mailing Address: _______________________________________________________________

                             _______________________________________________________________

Home Phone: _____________ Business Phone: ________________ Cell Phone: ____________

Fax: _______________  Email: __________________________  Other____________________

 

How did you first hear about Business World Brokers, Inc.? ____________________________________

 

Reason for acquiring a business: __________________________________________________________

_____________________________________________________________________________________

Desired date to take possession: __________________ Preferred geographic location: _______________

Prior business experience/education: _______________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

Have you ever owned a business before? _________     If yes, what type?__________________________

 

What type of businesses would interest you?  _________________________  ______________________

__________________________   _____________________________  ___________________________

Desired annual income: __________________

Will anyone assist you in the business operations? _______ If yes, relationship_____________________

 

FINANCIAL INFORMATION-

How much have you allocated for a down payment? Low: $_____________ Maximum: $____________

Source of down payment: _________________________ Present Net Worth: ______________________

Is down payment available today? ______  If not, when will it become available?___________________

Are additional sources of financing in place? _____ If yes, describe: ____________________________

 

 

_________________________________________________________________________________

 

Confidential Purchaser Profile

(Individual Purchaser)

 

Assets

Income

Cash (on hand in bank)

$

Salary

$

Publicly Traded Securities

$

Dividends & Interest

$

Accounts, Loans, Notes Receivable

$

Bonuses & Commissions

$

Cash Surrender Value of Life Insurance

$

Real Estate Income

$

Value of Business Owned

$

Other income: (itemized)

$

Home/Real Estate

$

 

$

Automobiles (How Many_______)

$

 

$

Household Furnishings & Personal Effects

$

 

Total Income

 

$

Other Assets (itemized):

$

Other Key Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 

Liabilities

 

Notes Payable

$

 

Home Mortgage

$

 

Other Real Estate Liens

$

 

Other Liabilities (itemized)

$

 

 

$

 

 

$

 

 

$

 

Total Liabilities

$

 

NET WORTH:

$

 

 

Are you a United States citizen: ____________________________

Have you ever filed for Bankruptcy?    ð Yes ð No                If so, when? ________________

What Type?  ð Chapter 7          ð Chapter 11

Describe the circumstances: ______________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

 

 

The undersigned herby acknowledges and certifies that the proceeding information is true and correct to the best of his/her knowledge

 

 

Signature_____________________________                       Signature________________________________

 

Social Security # XXXXXXXXXXXXXXXX                    Social Security #XXXXXXXXXXXXXXXXXX

 

Birth Date _______________________ _____                      Birth Date_______________________________

 

 

 

Please fax back to Business World Brokers, Inc. at 970-704-1115

 

 

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