PROFESSIONAL REALTY GROUP
1166 Jamestown Rd., Williamsburg, VA 23185
Office: (757) 564-1557 Immediate Fax: (757) 564-0885
Jina “Sachiko” O’Brien
Cell phone 757-593-8989
BUSINESS BROKER Assistant Cell: (757) 707-6035
NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT
The undersigned hereby acknowledges that PROFESSIONAL REALTY GROUP, Jina "Sachiko" O’Brien will introduce to the undersigned the Seller of a business which is available for sale, acquisition, or merger.
The Seller has agreed to make available to the undersigned and its accountants, attorneys and other representatives and advisors, access to its facilities, properties, offices, and books and records in order that the undersigned may make such investigation as it shall desire with respect to the assets, properties, business and operations of Seller.
In consideration of such disclosure and access, the undersigned, its accountants, attorneys and other advisors, agree to hold in strict confidence all data and information obtained from Seller or from any representative, officer, director, or employee, or from any books or records, or from personal investigation of the Seller, or any affiliate or subsidiary.
The undersigned agrees not to use such data or information or disclose the same to others except to the extent that such data or information must be used or disclosed to governmental agencies such as the Federal Trade Commission, the Securities and Exchange Commission, or similar state or federal agencies having jurisdiction in the premises, or if such data or information, must otherwise be used or disclosed in order to consummate any transaction between the undersigned and Seller.
In the event, an acquisition or merger or other transaction is not completed, the undersigned hereby agrees not to use any information obtained in the course of its investigation in an adverse manner.
The undersigned further agrees to indemnify the Seller and PROFESSIONAL REALTY GROUP, Jina “Sachiko” O’Brien, for any loss, claim or damage which both or either may suffer as a result of the breach by the undersigned of the terms hereof. In addition, the undersigned agrees not to contact the Seller, his employees, suppliers or customers, except trough Broker and that all correspondence, inquiries, offers to purchase and negotiations relating to the transaction shall be presented to Broker and conducted exclusively through Broker. Upon violation or threatened violation of the terms of this Agreement, Seller and PROFESSIONAL REALTY GROUP, Jina “Sachiko” O’Brien, shall be entitled to inductive and/or other equitable relief on the grounds that such conduct, if not restrained and/or other equitable relief not granted, would result in irreparable and serious harm to Seller and PROFESSIONAL REALTY GROUP, Jina “Sachiko” O’Brien for which damages would be an inadequate remedy. Seller and PROFESSIONAL REALTY GROUP, Jina “Sachiko” O’Brien shall be entitled to reimbursement for all expenses, including attorney’s fees incurred in attempting to enforce and protect its interest as stated herein except as the undersigned shall be found in compliance with this agreement in a court of law, in which event undersigned shall be entitled to reimbursement by PROFESSIONAL REALTY GROUP, Jina “Sachiko” O’Brien for attorney’s fees incurred in its defense.
(For a complete definition of Real Estate Brokerage Relationships available see page three of this form.)
NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT
The undersigned agrees to the foregoing terms, and acknowledges receipt of a copy of this agreement.
________________________________________________________________________
Client Name (Please Print)
__ _
Business Broker’s Signature
_Jina “Sachiko” O’Brien _
PROFESSIONAL REALTY GROUP
1166 Jamestown Road, Williamsburg, Virginia 23185
Associate Broker’s & Agent’s Company name Company Address
_______________________________________________________________________ Business Disclosed
NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT
DEFINITIONS OF REAL ESTATE BROKERAGE RELATIONSHIPS
( ) Seller’s Agent: *A seller’s agent works on behalf of the seller and owes duties to the seller which includes the utmost good faith, loyalty and fidelity. The agent will negotiate on behalf of and acts as an advocate for the seller. The seller is legally responsible for the actions of the agent when the agent is acting within the scope of agency. The agent must disclose to potential buyers or tenants all adverse material facts about the property actually know by the broker. A separate written listing agreement is required which sets forth duties and obligations of the parties.
( ) Seller’s Subagent: *A subagent owes the same duties of the utmost good faith, loyalty and fidelity to a seller as the seller’s negotiate and act as an advocate for the seller, who is legally responsible for the acts of the subagent when acting within the scope of the sub-agency. Seller must give written permission for the listing agent to employ subagents.
( ) Buyer’s Agent: *A buyer’s agent works solely on behalf of the buyer and owes duties to the buyer which includes the utmost good faith loyalty and fidelity. The agent will negotiate and behalf of and act as an advocate for the buyer. The buyer is legally responsible for the actions of the agent when the agent is acting within the scope of the agency. The agent must disclose to the potential sellers all adverse material facts concerning the buyer’s financial ability to perform the terms of the transactions and whether the buyer intends to occupy the property. A separate written buyer agency is required which sets forth the duties and obligations of the parties.
( ) Dual Agent: *A transaction-broker assists the buyer or the seller or both throughout the real estate transaction with communication, advice, negotiation, contracting and closing without being an agent or advocate for any of the parties. The parties to a transaction are not legally responsible for the actions of the Dual Agent and a Dual Agent do not owe those parties the duties of an agent. However, a Dual Agent does owe the parties a number of statutory obligations and responsibilities, including using reasonable skill and care in the performance of any oral or written agreement. A Dual Agent must also make the same disclosures as agent about adverse material facts concerning a property or a buyer’s financial ability to perform the terms of a transaction and whether the buyer intends to occupy the property. No written agreement is required.
*For purposes of these definitions, buyer also means “tenant” and seller also means “landlord”.
______________________________________ _________________
Buyer’s Signature Date
________________________________________________ ___________
Buyer’s address
3