This Non-disclosure Agreement (this "Agreement") is made effective as of
(the “Effective Date”), by (Print Name) herein
known as
PROSPECT, acknowledges and agrees that PROSPECT approached URBAN BUSINESS
BROKERS OF SCHAUMBURG, ILLNIOS (BROKER), and that BROKER was the first to
advise them of the availability and details concerning the following business and/or real
property
opportunities:
PROSPECT understands and agrees that all dealings concerning the opportunities above will be
handled through BROKER and that BROKER is a Single Agent representing the seller, and
has entered into agreements with Sellers for the payment of commissions.
I. CONFIDENTIAL INFORMATION. The PROSPECT understands and
acknowledges that the Confidential Information has been developed or obtained by
the BROKER by the investment of significant time, effort and expense, and that the
Confidential Information is a valuable, special and unique asset of the Owner which
provides the Owner with a significant competitive advantage, and needs to be
protected from improper disclosure. BROKER will furnish to PROSPECT certain
proprietary information relating to the various operations, properties, personnel,
financial and other matters which are non-public, confidential or proprietary in
nature
and are hereinafter referred to as “Proprietary Information.”. The Proprietary
Information (including any copies thereof) In consideration for the receipt by the
Recipient (PROSPECT) of the Confidential Information, the Recipient (PROSPECT)
agrees as follows:
A) PROSPECT agrees to keep all the proprietary information confidential and shall
not, without the prior written consent of BROKER, be disclosed by PROSPECT or its
agents, representatives, or employees, in any manner whatsoever, in whole or in
part,
and shall not be used by PROSPECT or its agents, representatives, or employees,
other than in connection with the purchase of one of the opportunities described
above. PROSPECT shall be fully responsible for any breach of this Agreement by
itself, its agents, representatives, or employees.
B) PROSPECT will not copy or modify any Confidential/Proprietary Information
without the prior written consent of the BROKER.
C) PROSPECT agrees that it shall not retain any copies of the Proprietary
Information supplied and will be returned to BROKER immediately upon
BROKER’s request pursuant to the terms and conditions of this Agreement.
II. NO WARRANTY. Any and all information provided to PROSPECT is provided for
informational purposes only. BROKER does not make any representations and/or
warranties as to the accuracy of the information provided and that PROSPECT is to
make his or her own independent evaluation of the opportunities described above.
PROSPECT acknowledges that BROKER has advised PROSPECT to seek
independent professional advice in the review and evaluation of the information
provided and that PROSPECT should seek the advice of an attorney and/or certified
public accountant.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - If it appears that the
PROSPECT has disclosed (or has threatened to disclose) Confidential Information to
a third party who purchases a business without BROKER assistance, then
PROSPECT, in addition to the remedies specified herein, is also responsible for
payment of BROKER'S compensation which would have been paid on the listed
selling price or minimum compensation, whichever is greater.
IV. TERM. The obligations of this Agreement shall survive for two years from the
date
of this Agreement. PROSPECT agrees not to deal directly or indirectly with the
Sellers of the opportunities listed above without the prior written consent of
BROKER. If PROSPECT enters into a sale and/or purchase agreement, a
management contract or other financial arrangement with a Seller of an opportunity,
including a leasing of the business premises from the Seller or its Landlord,
PROSPECT shall be liable for any and all damages BROKER may suffer, including
but not limited to the Seller’s commission payable on the sales price or minimum
commission due under the Listing Agreement with Seller, whichever is greater and,
any commission due on the lease agreement negotiated with the Landlord.
PROSPECT agrees and does hereby appoint BROKER its attorney in fact to execute
all documents necessary to place a lien on the business assets to collect its
compensation.
V. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of
the parties regarding confidentiality. Any amendments must be in writing and signed
by both parties. This Agreement shall be construed under the laws of the State of
Illinois and any action or proceedings arising out of or in any way related to this
agreement shall be brought solely and exclusively in a court of competent
jurisdiction
sitting in Cook County, Illinois. . This Agreement shall not be assignable by either
party. Neither party may delegate its duties under this Agreement without the prior
written consent of the other party. The confidentiality provisions of this Agreement
shall remain in full force and effect at all times in accordance with the term of
this
Agreement. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the remaining portions of this Agreement shall remain in full force
and effect and construed so as to best effectuate the original intent and purpose of
this
Agreement. In any legal action between the parties concerning this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees and costs
and
expenses incurred at both the trial and appellate levels
VI. The Seller is the intended beneficiary of all covenants of PROSPECT which
benefit
the Seller, including without limitation the covenants concerning the use of
information disclosed to PROSPECT, and a Seller may bring an action to enforce
such covenants. PROSPECT represents and warrants to BROKER that PROSPECT
does not represent a third party, governmental agency, or competitor of the
business,
nor is PROSPECT employed by a competitor and the sole purpose for receiving any
information regarding a business is to purchase said business. PROSPECT
acknowledges receiving a copy of this Agreement and a facsimile copy with
signatures shall be considered as original.
