Confidentiality Agreement for Business Ref DL00002 , Broker Name
The undersigned prospective purchaser (“Buyer”) hereby requests confidential information, currently and from this time forward, on businesses (“Seller”) represented or co-brokered by LINK Brokers DFW (“LINK”). Buyer hereby acknowledges that LINK first provided such information to the Buyer. In consideration of LINK having provided such information, the Buyer hereby agrees:
BUYER DISCLOSURE ACKNOWLEGEMENT
- Any information LINK provides about a business was obtained from the business owner, and LINK makes no representations or warrantees as to its accuracy or completeness. Buyer acknowledges and agrees that LINK has made no independent investigation or verification of information or material furnished to Buyer, and that statements may be presented concerning a matter of opinion, whether or not so identified, but these are only statements of opinion. LINK shall not be liable or accountable for the accuracy of any information and any and all representations and warranties shall be made solely by the Seller in a signed purchase agreement and then be subject to the provisions thereof. Buyer is solely responsible for investigating all aspects of the business and obtaining any legal, tax, accounting or other counsel as Buyer deems necessary prior to making any decisions, conclusions, taking any actions, or purchasing the business.
- Any information Buyer is given about a business, including its availability for acquisition, shall be treated as confidential and proprietary. Buyer shall not disclose, without prior written permission, any such information to any third party except Buyer’s representatives/affiliates engaged in evaluating the information, and shall obtain the agreement of such third parties to maintain confidentiality. If Buyer decides not to purchase the business, Buyer shall promptly notify LINK of this fact and shall promptly return all documentation without retaining copies, summaries, analyses or extracts. Any unauthorized disclosure shall constitute a material breach of Buyer’s duty to the Seller and LINK and could result in their seeking recourse against the Buyer. Buyer shall indemnify, defend and hold LINK harmless from any liability resulting from such unauthorized disclosure.
- The Seller of each business about which a Buyer shall be given information by LINK has entered into an agreement providing that Seller shall pay a fee to LINK if, during the term of that agreement or within 24 months thereafter, the business is transferred to a Buyer introduced by LINK. Should Buyer, Buyer family member, or anyone with whom Buyer is connected acquire any interest in or become affiliated in any capacity with such a business, Buyer shall protect LINK’s right to a fee from the Seller. Buyer agrees that any transaction will be closed through a licensed independent escrow company.
- Buyer shall conduct all inquiries into and discussion with any business about which LINK provides information solely through LINK, and shall not directly or indirectly contact the owner, employees or other representatives of the business except by prior authorization from LINK.
- If Buyer breaches the terms of this Agreement or in any way interferes with LINK’s right to a fee, Buyer shall be liable for such fee and any other damages, including reasonable attorney’s fees. Buyer acknowledges and agrees that all sums due and the performance and construction of this Agreement shall be in Dallas County, Texas, and shall be governed by the laws of the State of Texas. The parties agree that any claims or controversy regarding this Agreement shall be most conveniently and economically resolved in Dallas County, Texas, and therefore, the parties agree that any claim or action brought for enforcement, interpretation or damages under this Agreement shall be brought only in Dallas County, Texas, and parties agree to forbear from filing a claim in any other jurisdiction. Further, this Agreement is non-negotiable; no evidence of any modification, amendment or waiver shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless the same is in writing and has been duly executed by LINK Business’ managing Broker.
- LINK may act as a dual agent representing both Buyer and Seller, as set forth in the Buyer Disclosure Acknowledgement executed concurrently herewith.
- Buyer acknowledges having read and understood this Agreement.
- The undersigned executes this Agreement on behalf of the Buyer and warrants that he/she is authorized to do so.
The undersigned prospective purchaser ("Buyer") acknowledges that LINK Business DFW, including Broker's agents, employees, officers, directors, shareholders, co-brokers, independent contractors, and affiliates ("Broker Group") is obligated by law to act as an Agent of the Seller who has employed us to sell his/her business. All fees due Broker Group are covered under separate engagement agreement. An agent who acts under an engagement agreement acts as an Agent to the Principal only. An Agent has affirmative obligations to the Principal including fiduciary duties of: loyalty, obedience, disclosure, confidentiality, reasonable care and diligence, and accounting in dealing with the Principal. In addition, an Agent has affirmative obligations to the parties of honest and fair dealing and disclosure.
Broker Group is not qualified to and does not offer advice on legal, tax, accounting, financial or investment matters. Buyers are advised to seek counsel from an attorney, certified public accountant, tax professional, and other competent advisors prior to making any decision or taking any action regarding the purchase of any business opportunity bought or sold through Broker Group.
Buyer acknowledges that all information and material on each business opportunity offered by Broker Group has been provided to Broker Group by the Seller of the business. Broker Group has not verified anything. The Seller believes the information to be true and accurate; however, accuracy is not guaranteed and all information should not be considered complete. While statements from Broker Group may be presented concerning a matter of opinion, whether or not so identified, these are only statements of opinion. Broker Group makes NO representation or warranties, expressed or implied, regarding any information provided to Buyer.
Business opportunities, by their very nature, carry risk. Some of these risks include obsolescence or reduced demand for service or product, regulatory laws, ineffective management, changes in the local or national economic condition, and many others. Due to the risks inherent in business opportunities, a Buyer could incur a loss including, but not limited to, his/her entire investment. Buyer acknowledges that he/she understands these risks and that Broker Group cannot and does not in any way warrant or guarantee the future vitality or prospects of any business.