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 (“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:
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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 warranties 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.
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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 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. 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.
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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 the buyer, acquire any interest in, or become affiliated in any capacity with such a business, Buyer will be liable for, and will protect LINK Business right to a fee from the Seller. Buyer agrees that any transaction for the purchase of such business will be closed through a licensed independent escrow company.
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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.
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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, and if Buyer is an entity, each owner of the Buyer, shall be jointly and severally 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 California Evidence Code. In the event the parties are unable to agree on a mediator within thirty (30) days of the first party seeking mediation, the presiding judge of the Superior Court of the county in which venue would lie for 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.
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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.
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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, 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.
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8. The undersigned executes this Agreement on behalf of the Buyer and warrants that he/she is authorized to do so.
BUYER DISCLOSURE ACKNOWLEDGEMENT
Agency Disclosure
The undersigned prospective purchaser ("Buyer") acknowledges that LINK Business, 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.
Counsel 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.
Information Disclosure
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.
Risk Disclosure
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.
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