Our Agreement with the Seller requires us to obtain a Non-Disclosure and Confidentiality Agreement before we disclose Confidential information, the name, and location of their business. In consideration of EATS Restaurant Brokers LLC, providing me with information pertaining to businesses and assets, including any furnishings, fixtures, or equipment available for purchase (the “Available Assets”), Buyer agrees to conduct business exclusively through Broker with regard to businesses and/or real estate listed by Broker, or introduced to Buyer by Broker (the“Listings”).
I agree that I will for a period of two years following my receipt of any such information:
1. Maintain all information furnished to me by EATS Restaurant Brokers LLC as confidential and not disclose or reveal any such information; distribute, or disclose any Trade Secrets to any third party, except to your professional advisors.
2. You will not either directly or indirectly purchase any Available Assets without the active involvement and knowledge of EATS Restaurant Brokers LLC.
3.Prospective Buyers and Buyer’s Broker/Agent (if applicable) agree you shall direct or submit all communications, inquiries, negotiations and purchase offers relating to business exclusively through Listing Broker. Buyer agrees that no contact or discussion with employees, owner of the business, or any of Seller’s/lessors vendors, customers, competitors, or affiliates will be made without the written consent, prior arrangement with the Seller/lessor and participation by EATS Restaurant Brokers LLC. I agree to visit business discreetly as a Customer of business only and not to disclose sale.
4.Not to communicate with or have any contact with any person, including any landlord for any business, who may have any interest in any Available Assets for business.
5.The Purchaser will keep track of all Confidential Information provided to it and the location of such information. The Seller may at any time request the return of all Confidential Information from the Purchaser. You shall return all Confidential Information, electronic copies, or photo copies to EATS Restaurant Brokers LLC within 15 days after Seller or Listing Broker requests return. Upon the request of the Seller, or in the event that the Purchaser ceases to requireuse of the Confidential Information, or upon the expiration or termination of this Agreement, the Purchaser will:
a. returns all Confidential Information to the Seller and will not retain any copies of this information;
b.destroys or have destroyed all memoranda, notes, reports and other works based on or derived from the Purchaser’s review of the confidential information; and
c.provides a certificate to the Seller that such materials have been destroyed or returned, as the case may be.
6. Buyer agrees that EATS Restaurant Brokers LLC is not obligated to provide additional financial information regarding the business, or lease until the buyer has been pre-qualified with a bank statement, 401K statement, or letter from bank.
7. Agree to dual-agency and to deal exclusively with EATS Restaurant Brokers LLC, in all communications and negotiations regarding the purchase or lease of business. EATS Restaurant Brokers LLC is compensated per separate Exclusive Right to Sell agreement between Seller and Listing Broker. You consent voluntarily to have EATS Restaurant Brokers LLC act as your agent to create a dual-agency relationship.
8. Acknowledge prior to executing this agreement, you were not aware that the business is listed for sale. EATS Restaurant Brokers LLC provided you the first information on the business and/or leasing, and real estate opportunity. You are not currently represented by another agent/broker/ or professional representative.
9.Attorney Fee: In the event of breach or default under this Agreement, or it shall become necessary for the Broker to retain legal counsel in order to enforce the provisions of this Agreement, Seller and Listing Broker shall both be entitled to collect from buyer reasonable attorneys’ fees.
10. Broker and Seller entitled to $7500 as liquated damages for buyer default of confidentiality agreement.
11.The undersigned individuals represent, warrant and certify that s/he is authorized to executethe Agreement in the capacity indicated.
12. Buyer understands that if Buyer interferes with Broker’s contract with any Listing Party,Buyer will be personally liable to Broker for the payment of Broker’s commission. Broker shall represent buyer for one year from the date of signature with regards to this business. Broker shall be due a commission equal to 10% of purchase price or a minimum of $10,000 if buyer purchases all or part of business once Brokers representation expires. I agree that should I buy, lease or come into possession of any of said businesses within one (1) year from date hereof, that I will protect EATS Restaurant Brokers right to a fee. I understand that if I interfere in any way with the broker’s contract right to a fee from seller/lessor, I will be personally liable for the payment of that fee.
13. Broker shall be entitled to 50% of all earnest money deposited with association to the purchase of the business, if earnest money is relinquished to Seller because buyer breached any agreement or failed to close on the purchase of business under contract.
14. I shall not participate in any closing or sign any closing documents on the business provided by EATS Restaurant Brokers without obtaining prior clearance from Broker.