Your Choice Brokers Corp.
561-740-2356 Fl 516-750-4555 NY 516-538-0652Fax
NON-CIRCUMVENT / NON-DISCLOSURE ____
Whereas the Company has certain confidential information regarding its clients' businesses that are for sale or needing investment capital including but not limited to identifying the business, its owners, location, confidential financial information, customer markets, services, processes, and other proprietary information and makes this confidential information available to the Reviewer for examination and evaluation for the purpose of possible purchase of and/or investment in the Company's Client businesses, and whereas the Reviewer does declare that the Reviewer is financially capable of purchasing and/or investing in Company client businesses that meet the Reviewer's needs, and Reviewer also has, in addition to the cash or creditworthiness, an interest in the general type of business, its general location, and is willing to consider the terms for that business or businesses for which they have indicated an interest in reviewing, therefore do the parties named above and undersigned below agree to the following:
CONFIDENTIALITY AND COMMITMENTS
1. For a period of two years, beginning on the date of this Agreement, the parties shall be obligated to maintain in confidence, and will not use, publish or disclose, pursuant to this Agreement, each other's information, except for the purposes of introducing the qualified Reviewer to the owner(s) of one or more client businesses of the The Company
2. for a period of two years, beginning on the date of this Agreement, the Reviewer agrees not to circumvent this Agreement by attempting to surreptitiously or secretly purchase and/or invest in a business introduced to the Reviewer by the Company to circumvent the Company's client business owner(s) from fulfilling the contractual financial obligation that client has with the Company upon successfully selling to or obtaining funding from a buyer or investor introduced directly or indirectly to the client through the advertising and/or marketing efforts of the Company.
3. The Parties shall use the utmost care to avoid disclosure of the information using standards at least as stringent as those it employs with respect to its own confidential and proprietary information. Each party shall notify its employees, directors, officers, agents, affiliates and representatives (including without limit financial advisors, attorneys and accountants) to whom the information is disclosed of the obligations under this Agreement, and provide such information only to those persons with a need to know the same and who have signed a non-disclosure agreement. Each party shall use the other party's information only for the purpose of pursuing a business relationship between the parties. In the event the parties elect not to pursue a business relationship, neither party shall make any use of the other party's information.
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4. Each party agrees not to disclose the existence or terms of this Agreement except to the extent as may be required by law and then only after first notifying the other party in writing so that such requirements may be contested.
5. Each party shall prevent the other party from being exposed to any third party's confidential information that is in their possession.
6. The parties shall have no confidential obligation, and no use restriction, with respect to information already known to both parties at the time of disclosure as is evidenced by written records or with respect to information that is in the public domain or becomes in the public domain through no wrongful act of either party.
7. Title to all tangible forms of the Company's information and any copies thereof shall be and remain with the disclosing party. The Reviewer shall not copy or reproduce in whole or in part, any information without written authorization of the Company, except as is necessary to fulfill the purpose of this Agreement. Upon written requestor termination of this Agreement, all such tangible forms of information, shall be promptly returned to the Company or destroyed at the disclosing party's option.
8. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of Florida without regard to the doctrine of conflicts of law. Any claim or controversies (of whatever kind or nature, including issues of fraud,
misrepresentation, rescission, revocation, disclosure, or circumvention) parties hereby agree to submit to arbitration according to the Commercial rules of the American Arbitration Association, and affirmatively waive any defenses as to jurisdiction or venue. This arbitration clause shall survive the termination of this Agreement.
9. This document and any appendices hereto contains the entire Agreement between the parties and supersedes any previous understandings, commitments or agreements, whether oral or written, pertaining to the subject matter of this Agreement. This
10.The buyer may pay a commission at closing. This fee MAY BE deductible and is negotiable. Please check with your tax accountant.
11. THIS FORM MUST BE SIGNED AND RETURNED WITH PROOF OF
FINANCIAL CAPABILITY SUCH AS LETTER FROM BANK OR ACCOUNTING FIRM.
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Agreement shall not be modified or changed in any mater except in writing and signed by both parties. In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be so broad as to be unenforceable, such
provisions may be reduced in scope by the court to the extent it deems necessary to render the provision reasonable and enforceable.
The undersigned signatories hereby affirmatively represent that they have the full right, power and authority to enter into this Agreement and bind the recipients and their respective companies thereto.
This Agreement, if signed by an individual on behalf of a company, shall be binding on both the company and the individual or individuals so signing.
By signing this document it is acknowledged that the property listed below was first presented and introduced to the Buyer Group, by Sy Hyman Broker.
___________________________________________ IN WITNESS WHEREOF, the parties set their hands to this ( ) page Agreement on the day and first year above written.
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Authorized Signature, as Reviewer Date
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Print Name & Title
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Print Company Name (if applicable)
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CO-OPERATING BROKERAGE FIRM/AGENT
