Your Choice Brokers Corp.
561-740-2356 Fl 516-750-4555 NY 561-503-2006 Fax P.B.
954-323-2197 fax Broward
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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Initials
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.
____________________________________________
Authorized Signature, as
Reviewer Date
______________________________________
Print Name & Title
_ /_______________ DATE_ _
Print Company Name (if
applicable)
_______________________________________
________________________________________________________ DATE_ _
CO-OPERATING BROKERAGE
FIRM/AGENT
