Houston - Confidentiality Agreement for Business Ref HT00173 , Broker Name Fernando Saldivia

The undersigned prospective purchaser (“Buyer”) hereby requests confidential information, currently and from this time forward, on businesses (“Seller”) represented or co-brokered by LINK Business Advisors of Houston (“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:

1. 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.
2. 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.
3. 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.
4. Buyer shall conduct all inquiries into any business about which LINK Business provides information and discussions with its owner(s) and/ or management solely through LINK Business, and shall not directly or indirectly contact the owner, employees or other representatives of the business except by prior written consent from LINK Business.
5. 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.
6. 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 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 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 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.
7. LINK may act as a dual agent representing both Buyer and Seller, as set forth in the Buyer Disclosure Acknowledgement executed concurrently herewith.
8. Buyer acknowledges having read and understood this Agreement.
9. The undersigned executes this Agreement on behalf of the Buyer and warrants that he/she is authorized to do so.