Pennsylvania East - Confidentiality Agreement for Business Ref PAE00328 , Broker Name Sloan Caplan

The undersigned prospective purchaser ("Buyer") hereby requests receipt of confidential information, currently and from this time forth, on one or more businesses represented by LINK Business. Buyer hereby acknowledges that LINK Business will have been first to provide such information to Buyer. In consideration of LINK Business' providing such information, the Buyer hereby accepts, acknowledges and agrees:

• 1. Any and all information LINK Business provides about a business was provided to LINK Business by the business owner, and LINK Business makes no representations or warrantees as to its accuracy or completeness. Buyer is solely responsible for investigating all aspects of the business and obtaining any legal, tax or other advice Buyer deems necessary, prior to purchasing the business.
• 2. Any information Buyer is given about a business, including, especially, its availability for acquisition, shall be treated as strictly confidential and proprietary. Buyer shall not use, directly or indirectly, or directly or indirectly disclose, without LINK Business’ prior written consent, 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 such confidentiality. If Buyer decides not to purchase the business, Buyer shall promptly notify LINK Business of this fact and shall promptly return all documentation, including, without limitation, summaries, analyses or extracts related to such business or otherwise provided to Buyer by the business owner or LINK Business. Any unauthorized disclosure shall constitute a material breach of Buyer’s duty to the Seller and LINK Business, and could result in legal recourse against the Buyer. Buyer shall indemnify, defend and hold LINK Business harmless from and against any liability resulting from such unauthorized disclosure by Buyer. Notwithstanding the above, confidential information shall not include that which:
  • (a) is in the public domain prior to disclosure by disclosing party;
  • (b) becomes part of the public domain, by publication or otherwise, through no unauthorized act or omission on the part of Buyer or any third party;
  • (c) is lawfully in the Buyer’s possession prior to disclosure by the disclosing party.
• 3. The Seller of each business about which a buyer shall be given information by LINK Business has entered into an agreement providing that Seller shall pay a fee to LINK Business if, during the term of that agreement or within twenty-four (24) months thereafter, the business is directly or indirectly transferred to a buyer introduced by LINK Business. Should Buyer, a member of Buyer’s family, or anyone with whom Buyer is directly or indirectly affiliated whom became aware of such business through Buyer, acquire any interest in, or become affiliated in any capacity with such a business, Buyer be liable for, and shall protect and indemnify, LINK Business’ right to a fee from the Seller. Buyer agrees that any transaction for the purchase of such business will be closed through LINK Business, a licensed independent lawyer or a licensed 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. If Buyer breaches the terms of this Agreement or in any way interferes with LINK Business’ right to a fee, including without limitation, Buyer’s breach of any agreement for the purchase of such business, Buyer shall be liable for such fee and any other damages, including reasonable attorney’s fees and litigation costs incurred by Link Business to enforce this Agreement. The parties to this Agreement shall mediate any dispute or claim between them arising out of this Agreement or any resulting relationship or transaction between such parties. The mediation shall be held prior to commencement of any court action or arbitration. The mediation shall be confidential and held in accordance with all applicable sections of the Pennsylvania Rules of Evidence. In the event the parties are unable to agree on a mediator within thirty (30) days of the first party seeking mediation, the Lancaster County, Pennsylvania Court of Common Pleas upon the filing of a complaint for relief in such dispute shall have jurisdiction to appoint a mediator. In the event the mediator determines that a second mediation is necessary or appropriate, it shall be conducted in accordance with this paragraph. Should any party commence arbitration or a litigation before mediation, that party shall forfeit its right to claim attorney’s fees or litigation costs that might otherwise be available to it in arbitration or litigation, and the party who is determined by the arbitrator or judge to have resisted mediation may be sanctioned by the arbitrator or judge. Mediation fees, if any, shall be divided equally by the parties to the dispute. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles of any state, including, without limitation, the Commonwealth of Pennsylvania.
• 6. Buyer understands and agrees that LINK Business may act as a dual agent representing both Seller and Buyer, as set forth in the Disclosure Regarding Agency Relationship executed concurrently herewith.
• 7. This agreement contains the sole and entire agreement between the parties regarding its subject matter. The parties acknowledge and agree that neither of them has made any representations or promises with respect to the terms and conditions of this agreement or any representations or promises inducing the execution and delivery hereof, except such representations and promises which are expressly stated herein. Each party acknowledges its reliance on its own judgment in entering into this agreement and having the opportunity to have the agreement reviewed by others, including legal counsel. The parties further acknowledge that any statements or representations previously made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with their dealings with the other. Any amendment or modification to this agreement shall be valid only if the parties have duly executed such modification, in writing, and it has been signed by the party against whom enforcement may be sought. Further, 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 and Buyer.
• 8. Buyer Acknowledges receiving a duly executed copy of this Agreement.
• 9. The undersigned executes this Agreement on behalf of Buyer and warrants that he/she is duly authorized to do so.

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