“Sell Buy Me”
Tanya Meiler LSA, CBR
Business Broker/Consultant & Commercial Real Estate Agent
(O)631 491-5483(Mobil) 631 897-0736 Fax:631 239-9268
Buyer’s Confidentiality Agreement
Buyer Registration/Confidentiality Agreement - NDA
1.Authorization: We hereby authorize
SellBuyMe (SBM)–Tanya Meiler- PRINCIPAL-BROKER to assist us in seeking to find an appropriate Business. Tanya Meilerwill provide us with Information and negotiations concerning Businesses for sale, access to SellBuyMe’sconfidential database of Business and other potentially valuable information and services. We understand we are responsible to do our own inquiries, investigation, and due diligence.
2.Agency: In exchange for such information and services, we agree to respect and utilize SellBuyMesolely with respect to any Business to which we are introduced by SBM at any time.
3.Exclusive Negotiations: In exchange for SBM’s assistance, we agree:
A .We will not enter into any negotiations for the purchase of any SBMListed Business or any other businesses which SBMhas introduced us to, or was a procuring cause through a representative of SBM.
B .For a period of four (4) years after we cease to use SBMservices, we will not use, or accept the services of any other broker or intermediary with respect to any SBMListed Business or any other Business to which SBM has introduced to us. (either electronically or in person) We will not enter into any directnegotiations with the business owner or use or accept the services of any other broker, agent or intermediary with respect to any SBMListed Business orany other Business to which SBMhas introduced to us.
c.The undersigned acknowledges that the agency created by this agreement shall not preclude SBMfrom acting as agent for any seller oranother prospective purchaser or purchasers, or inhibit SBMfrom providing listing information to such other prospective purchasers.
5.Buyer Confidentiality: In consideration for SBMproviding us with sensitive confidential information relating to certain business which SBMrepresents Co Broke or hasbeen retained to offer for sale, we hereby agree with SBMas follows:
a.We recognize the seller has entered into an Exclussive, non Exclussive, Verba or Other agreement providing that the Seller shall pay a fee to the listing broker if, during the term of that agreementor up to four (4) years thereafter, the Business is transferred to a buyer introduced by the listing broker or a cooperating broker whether electronically orin person. We therefore will not participate in circumventing SBM in any way.
Buyer shall conduct all inquiries into and discussions about the businesssolely through SBMand shall not directly contact the Seller or the Seller’s representatives. Should Buyer purchase all or part of the assets of the Business,acquire any interest in or become affiliated in any capacity with the Business without SBM’s participation, or in any way interfere with Broker’s right to afee, buyer shall become liable to the listing broker and the cooperating broker for such fee and any other damages including reasonable attorney fees andcosts. In addition, we agree not to close on any Business unless SBM has been paid Commission on that business.
b.We will not disclose to any non-involved third party (parties other than partners, investors, lenders or professional advisors) any of the informationprovided to us by SBMpertaining to any Business shown or identified to us by SBM.
c.We will not contact or attempt to contact any of the principals, employees, suppliers, creditors, customers or competitors of such Business except throughand with permission of SBM. Any offers or proposals to purchase any such business or business opportunity will be made and presented to Sellers only byand through SBM.
6Buyer Responsibility: The Brokers have received information about the Business from the Seller which may include, but is not limited to, tax returns, financial statements, equipment lists and facility leases. Based on information provided by the Seller, Brokers often prepare a summary description of the businesswhich may include a cash flow projection, an adjusted income statement or seller discretionary cash flow statement. Buyer understands that the broker doesnot audit or verify any information or provide warranty or representation as to its accuracy or completeness, nor in any way guarantee future businessperformance. Buyer accepts sole responsibility to examine and investigate the business, its assets, liabilities, financial statements, tax returns and any otherfacts which might influence Buyer’s purchase decision or the price the Buyer is willing to pay. Any decision by Buyer to purchase the Business shall be basedsolely on buyer’s own investigation and that of Buyer’s legal, tax and other advisors and not that of the Broker.
7.Representation: We understand that SBMis representing the seller as marketing agents and acts solely on their behalf. For the purpose of representation, SBM shall arrange a meeting between Buyer(s) and the Seller(s), at which time the Seller(s) will represent and confirm all information, facts and figures directly to thebuyer(s). Buyer(s) further understand that SBMs requires that they personally verify all information, facts and figures presented by the seller and that Buyer(s)rely only upon their own verification and that of their own legal, tax and financial advisors for professional assistance.
Page 1 of 2 All parties initial here ______
8.Leasing: In the event that we do not purchase any of the businesses listed or advertised herein from the business owner, but instead lease the business from the landlord orany other person who controls the location, then SBMshall be entitled to a leasing commission - minimum leasing commission to SBMis Twenty thousand dollars($20,000) or 12% (twelve percent) of the actual price paid by the buyer- whichever is greater.
9.Hold Harmless: We agree to hold SBMand its agents harmless from any misrepresentations.
10.No Co-Brokerage Clause: I do hereby swear that I am seeking to purchase a business for myself and that I am neither a broker, real estate or other business agent or intermediary. I understand that the confidential information to which I am requesting access is for my personal use only. Any breach of confidentialitycan and will result in damages to both SBM and the Seller.
11.Broker/Agent or Intermediary: (Applicable only to brokers, real estate agents, business brokers or intermediaries): I hereby personally guarantee that in theevent that I register as a buyer and receive information on confidential SBM listed businesses I will personally be responsible to pay SBM a fee in the amount of$5,000.00 (five thousand dollars) per business address requested and released. This is the fee that SBM charges for the listing and I understandthat I am personally liable for these damages
The undersigned prospective Buyer/s_Name______
Company______
Address______City______State______
Residence Address:______
Phone number______
email______
Cash amount available to invest:______
Buyers Signature:______Date:______