Confidentiality/Indemnification Agreement
The undersigned Buyer(s) acknowledge that all financial, operational, and other pertinent non-public information pertaining to any businesses introduced by Benchmark Business Group, LLC (“BBG” or “Broker”) is to be held in the strictest confidence. Notwithstanding the foregoing, this does not include information which: (i) is already in Buyer(s) possession; (ii) is or becomes generally available to the public other than as a result of a disclosure by Buyer(s); (iii) becomes available to Buyer from a source other than the Seller or BBG provided that such source is not bound by any contractual, legal, or fiduciary obligation of confidentiality to the business; or (iv) is independently developed by Buyer(s) or its advisors, co-investors, lenders, or counsel (attorneys and/or accountants).
Buyer (s) therefore agrees: 1) to hold all disclosed information in trust and confidence and will not divulge information to others, except to secure advice from advisors, co-investors, lenders, or counsel (attorneys and/or accountants), 2) to conduct all further inquiries into business information exclusively through the offices of BBG, and 3) Buyer will not use the information obtained to cause damages to Seller.
If the negotiations for the sale of any businesses represented by BBG are not successful or an agreement to purchase is not reached, Buyer(s) agrees to hold in confidence, now and in the future, the particulars of any negotiations or discussion of the business(es) and will promptly destroy or return all documents provided by BBG.
Buyer(s) hereby acknowledge that the Seller has supplied the listing information and the Seller warrants such information to be true, current and complete. The Buyer(s) shall indemnify and hold BBG, harmless against all claims, obligations, debts, liabilities, damages, or causes of action arising out of or attributable to businesses or transactions completed through this office. Any and all information and data about businesses, including financial records, asset lists, literature, analyses of operations, and any other facts are the representations of the Seller. Broker disclaims any responsibility for its accuracy. Buyer agrees to hold Broker harmless against any liability arising from any inaccuracy or inadequacy of the information so provided.
This agreement may not be terminated or superseded without the expressed written consent and signatures of both the Buyer(s) and BBG.
Disclosure
It is clearly understood and agreed to that BBG represents the Seller only for the sale of businesses and real estate unless stated otherwise in a Buyer-Agency contract.
Acknowledgement
Buyer(s) hereby acknowledges and confirms understanding of this document. This agreement replaces all previous confidentiality agreements between Buyer and Broker. By signing this document, the undersigned represents that he/she has full powers and authority to bind the entity named below to all terms and conditions of this Agreement.
