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BUYER’S ACKNOWLEDGEMENT OF INTRODUCTION AND CONFIDENTIALITY AGREEMENT
The undersigned, individually and on behalf of any affiliated prospective buyer, acknowledges being first introduced to the business identified herein by Golden Gate Business Advisors (“Intermediary”). The undersigned,
requests information relating to Businesses Represented by Golden Gate Business Group, Inc.. Such information shall be provided to the undersigned for the sole purpose of entering into discussions with Seller of said Business for the possible purchase by the undersigned of all or part of the stock or assets of Business. As used herein, the term Buyer (“Buyer”) applies to the undersigned and any partnership, corporation, individual, or other entity with which the undersigned is affiliated. The undersigned agrees as follows:
1. NON-DISCLOSURE OF INFORMATION:
The undersigned acknowledges that Seller desires to maintain the confidentiality of the information disclosed. The undersigned agrees with Intermediary not to disclose or permit access to any Confidential Information without the prior written consent of Seller, to anyone other than Buyer’s employees, legal counsel, accountants, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business. Disclosure of Confidential Information shall be made to these parties only in connection with the potential acquisition of the Business, and then only if these parties understand and agree to maintain the confidentiality of such Confidential Information. The undersigned shall be responsible for any breach of this Agreement by these parties, and neither Buyer nor these parties shall use or permit the use of Confidential Information in any manner whatsoever, except as may be required for Buyer to evaluate the Business or as may be required by legal process. If the Buyer does not purchase the Business, Buyer, at the close of negotiations, will destroy or return to Intermediary (at Intermediary’s option) all information provided to Buyer and will not retain any copy, reproduction, or record thereof.
2. DEFINITION OF “CONFIDENTIAL INFORMATION”:
The term “Confidential Information” shall mean all information including the fact that the Business is for sale, all financial, production, marketing and pricing information, business methods, business manuals, manufacturing procedures, correspondence, processes, data, contracts, customer lists, identities of suppliers, employee lists and any other information whether written, oral or otherwise made known to Buyer: (a) from any inspection, examination, or other review of the books, records, assets, liabilities, processes, or production methods of Seller, (b) from communications with Seller or its directors, officers, employees, agents, suppliers, customers or representatives; (c) during visits to Seller’s premises, or (d) through disclosure or discovery in any other manner. However, confidential information shall not include information which: (i) is or becomes public knowledge without action by, or involvement of, Buyer; (ii) is received by Buyer from a third party without a duty of confidentiality; (iii) is independently developed by Buyer without use of the Confidential Information; (iv) is disclosed pursuant to any judicial or other governmental order, provided that Buyer gives Company sufficient prior notice to contest such order; or (v) is approved in writing by Company for disclosure by Buyer without restriction. Confidential Information does not include any information, which is readily available and known to the public.
3. DISCLAIMER OF INTERMEDIARY’S LIABILITY AND BUYER’S RESPONSIBILITY:
When business Intermediaries take a business to market they receive information about the business from the seller, usually including but not limited to tax returns, financial statements, equipment lists and facilities leases. Based on information provided by the seller, Intermediaries often prepare a summary description of the business, which may include a cash flow projection, an adjusted income statement, or a seller discretionary cash flow statement. Buyer understands that the Intermediary does not audit or verify any information given to Intermediary or make any warranty or representation as to its accuracy or completeness, nor in any way guarantee future business performance. Buyer is solely responsible to examine and investigate the business, its assets, liabilities, financial statements, tax returns, and any other facts, which might influence Buyer’s decision to purchase, or the price Buyer is willing to pay. Any decision by Buyer to purchase the Business shall be based solely on Buyer’s own investigation and that of Buyer’s legal, tax and other advisors. Intermediary urges Buyer to obtain independent legal and tax counsel.
This Agreement imposes no obligation on either party to purchase, license, or otherwise transfer any products, services or technology. This Agreement shall survive the termination of any agreement between Seller and Buyer. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. No provision of this Agreement may be amended or waived without a written agreement signed by Company and Participant. This Agreement supersedes all other confidentiality or nondisclosure agreements between the parties. This Agreement shall be construed under and governed by the laws of the State of California. If Buyer is a corporation, partnership, or other such entity, the undersigned executes this Agreement on behalf of Buyer and warrants that he/she is duly authorized to do so.
Buyer acknowledges receipt of a fully completed copy of this Agreement.