PROSPECTIVE PURCHASER
CONFIDENTIALITY AND FINANCIAL DISCLOSURE AGREEMENT

CENTURY 21 Adams & Barnes (hereinafter “Broker”), which term shall also be deemed to mean any agents or associates of Broker) has a fiduciary as well as a contractual responsibility to its selling clients, which makes it necessary for Broker to obtain an agreement of confidentiality and evidence of financial ability from parties (hereinafter collectively “Buyer/s”) interested in the possible acquisition of subject businesses. Therefore, Broker requests that Buyer/s execute this Agreement with the understanding and assurance that the information  they are providing herein will be held in strictest confidence by Broker and will only be made available to the Seller/s in question (or their legal and/or financial advisors) if requested. Please be advised that all information requested below must be provided or we will be unable to release the information you desire on our selling clients.

Given the foregoing and in consideration for Broker providing me/us with sensitive confidential information on certain business enterprises which Broker has been retained to offer for sale, Buyer/s hereby agree with Broker as follows:    
·         I/we will not disclose to any non-involved third party (parties other than partners, investors, lenders or professional advisors) any of the information provided to me/us by Broker pertaining to broker’s Seller clients or the principals thereof, including the fact that said Sellers are presently available for acquisition AND

·         I/we will not contact or attempt to contact any of the principals, employees, suppliers, creditors, customers or competitors of subject Seller/s except through and with permission of Broker. I/we agree that any offers or proposals to purchase said Seller/s will be made in writing on Broker’s standard form/s and presented to Seller/s by and through Broker AND

·         I/we recognize that any and all information provided to me/us by Broker regarding any of Broker’s selling client businesses has been provided to Broker by said selling entities or the principals thereof and are hereby duly advised that Broker has not personally verified such information as to truth and accuracy prior to dissemination. Therefore, I/we agree to conduct my/our own due diligence concerning said information and to indemnify and hold Broker harmless from and against any and all claims, demands and liability (including reasonable attorney’s fees) arising from or in any manner relating to my/our use of said information in the purchase or of subject business/es AND

·         I/we recognize that Broker has contracts executed with its Seller clients providing for fees and/or commissions to be earned by Broker on the sale, trade, merger, lease or exchange of said Seller/s or any assets thereof. I/we therefore agree (a) not to attempt to circumvent such contracts recognizing that Broker may incur significant unspecified damages if I/we do, in-fact, attempt to circumvent such contracts and (b)  to submit all offers or proposals to purchase through Broker on Broker’s standard forms AND

·         I/we further recognize that unless provided for in writing to the contrary, Broker and all agents or sub-agents of broker are (or will be) acting as agent/s of subject Seller/s, with the fiduciary duty to represent the best interests of said Seller/s at all times and that while the Buyer/s will be treated with total fairness and openness at all times, the Broker will not be acting as the agent of the Buyer/s.

BY SUBMITTING THIS FORM I CONSENT THAT THE FOREGOING IS HEREBY UNDERSTOOD AND AGREED TO BY: