This Agreement will confirm the mutual understanding of you (hereinafter "the Undersigned") and ARTHUR BERRY & COMPANY (hereinafter "ABC") in connection with ABC providing information regarding Selling Client # 5080 of ABC known as WELL-KNOWN SPECIALTY RESTAURANT.
means any and all non-public, confidential, or proprietary information and Trade Secrets obtained from or disclosed by ABC of the Selling Client, whether disclosed orally or disclosed in written or electronic format, and whether or not marked or otherwise identified as "confidential," including, without limitation:
(a) the Selling Client's name, address, type of business, and the knowledge that the Selling Client may be considering a sale;
(b) information concerning the Selling Client and its customers', suppliers', and other third parties' past, present, and future business affairs including, without limitation: (i) proprietary recipes; (ii) operational financial information; (iii) customer information; (iv) supplier information; (v) organizational structure and internal practices; (vi) sales forecasts, records and budgets; (vii) business development, marketing and other commercial strategies; (viii) other information that would reasonably be considered non-public, confidential or proprietary given the nature of the information and the Parties' businesses.
Information is being furnished solely to the Undersigned and shall be treated as "secret" and "confidential" and no portion of it shall be disclosed to others, except to those employees and agents of the Undersigned whose knowledge of the information is required to evaluate the potential acquisition of the Selling Client and who shall assume the same obligations as the Undersigned under this Agreement.
2. The Undersigned agrees to not contact the Selling Client directly
without prior written approval of ABC. The Undersigned agrees that ABC will be the procuring cause in any potential transaction with the Selling Client and that ABC will be the responsible agent to promptly present any offer made by the Undersigned. If the Undersigned does not wish to pursue a potential acquisition, all proprietary information received by the Undersigned shall be promptly returned or destroyed, as directed by ABC.
3. It is understood that ABC and the Selling Client, as the intended parties whose rights are being protected, may seek legal redress and remedies directly for any breach of this Confidentiality Agreement as if it were a party to this Agreement.
4. It is understood that ABC makes no representation or warranty
as to the completeness or accuracy of any information provided to the Undersigned. Any and all representation and warranties shall be made solely by the ABC Selling Client and shall be set forth in a signed acquisition agreement or purchase contract and then be subject to the provisions thereof. The Undersigned acknowledges the responsibility to perform a due diligence review at his/her own cost and expense prior to any acquisition of an ABC Selling Client company.
5. The asking purchase price for the above Selling Client is in the range of $499,000. By filling out and electronically signing the Confidentiality Agreement form below, you are accepting detailed confidential financial information as a prospective purchaser and you are certifying that you are financially qualified to make such a purchase should the opportunity be appropriate. The obvious intent of this representation is to only focus buyer, seller and broker time and energy on opportunities which fit each party's purchase range capabilities.
6. All ABC agents represent the Selling Client fairly.