IMPORTANT: Please Read & Sign Below
This Confidentiality & Non-Disclosure Agreement will confirm our mutual understanding in connection with Rick Fulton, LLC, Rick Fulton Business Brokers, Rick Fulton, individually, any of our agents, employees, officers, directors, shareholders, co-brokers, independent contractors and affiliates ("Rick Fulton") providing and my receipt of Confidential Information regarding client companies (the "Seller") of Rick Fulton.
BY REGISTERING AS A BUYER I AGREE I WILL NOT CONTACT THE SELLER OR EMPLOYEES WITHOUT RICK FULTON'S CONSENT.
1. "Information" means all the oral or written data, reports, records or materials obtained from Rick Fulton or the Seller, including the knowledge that the Seller is for sale, except that which is available in the public domain. Said Information is being furnished solely in connection with the potential acquisition of the Seller and shall be treated as "secret" and "confidential", and no portion of it shall be disclosed to others, except to those whose knowledge of the Information is required to evaluate the Seller as a potential acquisition and where the undersigned assumes full responsibility for the compliance of these others to the terms of this agreement.
The undersigned further agrees that he/she will not interfere with the Seller’s business through the use of any Information acquired under this Agreement, nor use any such Information in competition with the Seller.
It is also understood that the Seller may enforce the terms of this Confidentiality & Non-Disclosure Agreement. Furthermore undersigned will, at no time, contact the Seller directly without first obtaining written permission from Rick Fulton.
2. It is very important you understand, any and all Information furnished by Rick Fulton has been prepared or is based upon representations of the Seller alone, and Rick Fulton has made no independent investigation or verification of said Information. Buyer hereby expressly releases and discharges Rick Fulton from any and all responsibility and/or liability in connection with the accuracy, completeness or any other aspects of Information and accepts sole and final responsibility for the evaluation and/or verification of the Information and all other factors relating to the business. It is understood that any and all representations and warranties shall be made solely by the Seller and shall be set forth in a signed acquisition agreement or purchase contract and then be subject to the provisions thereof. The undersigned acknowledges the responsibility to perform a due diligence review at his/her own cost and expense prior to any acquisition.
3. The undersigned acknowledges and understands that Rick Fulton represents the Seller and has a contract with the Seller for a commission, transaction, or success fee payable on the sale, trade, lease or exchange of the business or property and agrees not to circumvent this agreement in any way. The undersigned also states they are not associated, affiliated or connected in any way with any business broker, real estate broker or any governmental agency including, but not limited to, the IRS, police, or other such legal entity.
4. The undersigned acknowledges the Seller’s desire to have “Information” disclosed only to parties financially able to complete the acquisition and agrees to provide proof, if requested, of financial capability to Rick Fulton by Bank References (bank name, contact, phone #) or Financial Statements.
5. The undersigned agrees that this agreement covers all Sellers that he/she requests disclosure from Rick Fulton and on which he/she receives confidential information from Rick Fulton.
6. The undersigned agrees to, and/or to cause its lawyer and/or legal counsel to, deliver all correspondence, offers, and documentation directly to Rick Fulton who will in turn review all material with the Seller and its legal counsel in a timely manner. The undersigned agrees to add Rick Fulton's commission, transaction, or success fee due at closing to any Uniform Settlement Statement or similar closing statement and to provide a copy of said statement to Rick Fulton at least 24 hours prior to closing. It is also agreed Rick Fulton may attend any closing meeting at their option.
7. The undersigned agrees they will not, for a period of two (2) years from the date hereof, enter into any agreement for the purchase of the Seller, in whole or in part, or assist or promote any other party in so doing, unless such agreement to purchase provides for commission to be paid to Rick Fulton, with the commission being defined as the amount agreed upon by Rick Fulton and Seller in the "Listing Agreement" or similar agreement between those parties. The phrase "agreement for the purchase of the Business" as used herein, shall mean and include any agreement, specifically including, but not limited to, offers to purchase, letters of intent and similar agreements, that provides for the transfer, conveyance, possession of, or disposition of the Business, its capital stock, assets, or any portion thereof, and the commission amount to be paid Rick Fulton shall be the greater of either the minimum commission or the commission based upon sale price (or purchase price), as these amounts are defined in the aforesaid agreement between Rick Fulton and Seller. Further, "sale price" (or "purchase price)" as used herein shall mean and include the total amount of consideration paid or conveyed to Seller or for Seller's benefit, including, without limitation, cash, capital stock, notes, personal property of any kind, real property, leases, lines of credit, loans, contingent payments (e.g., license agreements, royalty agreements, payments based upon future sales or profits, etc.), employment or management contracts, consulting agreements, non-competition agreements, assumption or discharge of any or all liabilities, and any combination of the foregoing and/or other consideration. The commission amount agreed upon by Rick Fulton and Seller in the aforesaid agreement between those parties will be made known to Buyer by Rick Fulton, upon Buyer's request, when and if an agreement for the purchase of the Seller is made by Buyer. If Buyer violates the foregoing provision, Buyer will be liable for and pay said commission to Rick Fulton upon demand without any obligation on Rick Fulton's part to first exhaust any legal remedies against Seller.
8. The undersigned further agrees to inform Rick Fulton if there is no interest in pursuing the proposed transaction and to promptly return all Information that has been provided, and to abide by the terms of this agreement for a period of two (2) years from receipt of Information.
9. This Agreement shall be governed by the laws of the state of New Jersey and any breach of this Agreement shall result in the prevailing party being entitled to receive from the other party all of its reasonable attorneys fees, costs, and expenses incurred.