Intemedior Business Advisors, LLC

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Confidentiality Agreement

Subject to your execution of this Confidentiality Agreement (“Agreement”), Intemedior Business Advisors, LLC (“Broker”) will deliver to you (the “Potential Buyer”) information regarding (Engagement ID #) (“Business”). The information regarding a Business, including its potential sale and related discussions, constitute the “Information.” This Information will be used by Potential Buyer solely to determine if it will pursue an offer to acquire the Business (the “Purpose”). The Information will contain brief, selected information pertaining to the Business and its affairs and will not contain all information which a prospective purchaser may desire or require. The Business, its owner(s) (collectively “Owner”), Broker and their respective officers, employees or agents, makes no representations regarding the accuracy or adequacy of the Information and do not assume any liability of any kind whatsoever with respect thereto.

Potential Buyer acknowledges and agrees that delivery of the Information was conditioned on and subject to its agreement to the following:

  1. Potential Buyer agrees to maintain in strict confidence all of the Information, whether furnished before or after the date of this Agreement, together with any analyses, compilations, studies or other documents or records prepared by Potential Buyer and its directors, officers, employees, advisors or representatives and financing sources (collectively “Representatives”), to the extent that such analysis, compilations, studies, documents or records contain or otherwise reflect or are generated from such Information (collectively, the “Material”).
  2. Prior to furnishing any Information or Material to a Representative, Potential Buyer shall furnish to Broker a copy of this Agreement signed by the Representative. By its signature, Representative agrees to the provisions hereof as if Representative were the Potential Buyer. The Information and Material shall be used exclusively for the Purpose and Potential Buyer, and Potential Buyer will not permit any Representative, to duplicate, photocopy or otherwise reproduce any Information or Material in whole or in part or otherwise use or permit it to be used in any fashion or manner detrimental to the Business or the interest of Owner or Broker. Potential Buyer shall maintain a list of those persons to whom such Information has been disclosed, which list shall be presented to Owner or Broker upon request
  3. Potential Buyer agrees to defend, indemnify and hold harmless Broker and Owner from any loss, damage or expense (including attorneys’ fees) suffered as a result of a breach of this Agreement by Potential Buyer or its Representatives or as a result of any use of the Information. In the event of a breach or threatened breach of this Agreement, Owner and Broker shall be entitled to all remedies at law and equity, including injunctive relief. If Owner or Broker prevails in an action against Potential Buyer, they shall be entitled to recover their attorney’s fees and costs incurred in the prosecution of such action.
  4. Potential Buyer will return, and will cause each Representative to return, all Information and Materials at Broker’s or Owner’s request.
  5. The Information and Materials shall not be deemed to represent the current state of affairs of the Business or that there has been no change in the business or affairs of the Business since the date of preparation of the Information. Neither Broker nor Owner warrants or represents that the Information or Materials are true or correct. Potential Buyer agrees to verify independently all Information and to rely solely on its own verification. Owner reserves the right to make any change, to add, to delete, or modify the Information or to withdraw the Business from consideration at any time, without notice. The Information is not to be construed as an offer, an expression of intent, an obligation, or as part of any contract or commitment, to sell the Business.
  6. Potential Buyer represents and warrants that it has not had any discussion or dealings regarding the Business with any broker, finder or agent other than Intemedior Business Advisors, LLC and agrees to pay all commissions and fees due to any broker, finder or agent other than Intemedior Business Advisors, LLC as a result or in connection with Potential Buyer’s actions. Potential Buyer will not contact any employees, suppliers, customers or Owner of the Business without prior written authorization from Broker.
  7. For a period of three years beginning on the date of this Agreement, Potential Buyer agrees not to, and not to attempt to, acquire, lease, manage or enter into any financial arrangement with the Business or any substantial part thereof without giving at least 10 days prior written notice to Intemedior Business Advisors, LLC. If it fails to give such notice and Intemedior Business Advisors, LLC does not receive full payment of its fee or commission, Potential Buyer shall pay Intemedior Business Advisors, LLC on demand the amount of fees and commissions it did not receive with all reasonable costs and expenses including interest, collection costs, and attorney’s fees.
  8. This Agreement is entered into expressly for the benefit of the Business, Owner and Broker in exchange for any Information previously or hereafter provided. The word “including” and similar terms following any statement will not be construed to limit the statement to matters listed after such word or term, whether or not a phrase of non-limitation such as “without limitation” is used. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, communications and understandings, oral or written.
  9. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in all respects in accordance with the laws of Texas. Each party irrevocably (i) submits to the exclusive jurisdiction of the courts of Texas with the sole legal venue and forum of Austin, Texas, (ii) waives the right to jury trial and any objection it may now or hereafter have to venue or to convenience of forum, (iii) agrees not to bring any proceeding arising out of or relating to this Agreement or any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) in any other forum or court.
  10. Intemedior Business Advisors, LLC does not give tax, accounting, or legal advice. Prior to finalizing an agreement to purchase the business, Potential Buyer acknowledges and agrees to make an independent verification of all Information. In the absence of a written agreement to the contrary, Broker represents only the Owner and not Potential Buyer.

Please acknowledge your consent and agreement to the foregoing by signing and returning a duplicate copy to us, at which time the same shall constitute a binding Agreement between us.

This Agreement, dated by and between Intemedior Business Advisors, LLC (Broker) and individual whose name, address, phone number and email address (herein referred to as “Potential Buyer”) as follows:

Company:  

Printed Name:  

Are you a United States Citizen?:  

Select Your Location:   

Address (United States):  

Address (International):

Phone Number:

Email:

Do you have non-borrowed liquid funds available for a business acquisition equal or greater than 10% of the total purchase price?:  

Principal Buyer:  

Potential Competitor:  

Date: November 27, 2022

Leave this empty:

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Signature Certificate
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Timestamp Audit
April 26, 2021 10:23 am EST{{gravity-field-id-10}} Uploaded by George Giles - george@intemedior.com IP 93.143.191.187
April 26, 2021 10:24 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 93.141.159.140
April 26, 2021 10:25 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 93.141.159.140
April 26, 2021 10:27 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 93.141.159.140
August 31, 2021 3:49 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 193.198.74.106
December 14, 2021 3:09 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 93.143.137.130
August 31, 2022 7:33 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 89.172.224.8
August 31, 2022 7:34 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 89.172.224.8
August 31, 2022 2:20 pm ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 89.172.224.8
October 21, 2022 11:04 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 93.143.191.187
October 21, 2022 11:05 am ESTParseur Account - intemedior-nda@in.parseur.com added by George Giles - george@intemedior.com as a CC'd Recipient Ip: 93.143.191.187