Prospect also acknowledges and agrees to the following:
1. All information furnished to Prospect by either ABA Advisors or Seller will be deemed strictly confidential. Information means all the oral, written or electronically transmitted data, reports, records, or materials obtained from ABA Advisors or Seller including name and address. Prospect agrees not to disclose any such information to any other person, except to secure the advice and recommendations of his/her advisors, partners, employers or key employees. Any information obtained by prospect shall not be used to the detriment of the Business or to compete with Seller. Seller is herby designated as a third party beneficiary to this Agreement.
2. Prospect agrees not to contact the Seller, his/her employees, suppliers, vendors or clients except through ABA Advisors. All dealings including correspondences, inquires, letter of intent, offers to purchase, negotiations, etc. relating to the purchase of Business will be conducted exclusively by ABA Advisors.
3. Prospect understands and acknowledges that all data provided by the Seller to ABA Advisors is for information purpose only and has not been verified by ABA Advisors for its accuracy. Such information may not be complete or may not provide all the information that is necessary for Prospect to accurately evaluate the condition of the Business. Prospect acknowledges being advised to seek the independent counsel of an attorney and/or other advisors necessary to verify all data. Prospect will rely on his/her own investigation and agrees to release and hold ABA Advisors, its officers, itís agents, and employees harmless against any action, claims, demands or damages by reason of the inaccuracy or incompleteness or any information provided to Prospect.
4. Prospect understands that ABA Advisors has entered into an agreement with Seller for payment of a commission/fee. Prospect agrees not to circumvent or interfere with ABA Advisors contract with the Seller in any way. In the event Prospect violates confidentiality or any covenant herein, then ABA Advisors and Seller shall be entitled to all remedies provided by law, including injunctive relief and damages. The same remedies are available to ABA Advisors in the event Prospect and/or Seller attempts to circumvent ABA Advisors. Prospect agrees that ABA Advisors commission/fee consideration will be clearly stated in any agreement entered into between Prospect and Seller and that the commission/fee will be paid in full at closing.
5. For three years from the date of this agreement, Prospect agrees not to deal directly or indirectly with Seller without ABA Advisors written consent; and should Prospect do so and a sale, management contract or other financial arrangement be consummated, Prospect shall be liable for any and all damages ABA Advisors may suffer, including but not limited to ABA Advisors compensation payable on the selling price or minimum commission, whichever is greater. Prospect understands that ABA Advisors shall have the right to place any appropriate lien and encumbrance on the business assets necessary to collect its compensation.
6. Prospect certifies and will provide upon request any documentation needed by Seller or ABA Advisors to verify that they have funds available for the purchase. Prospect also agrees to provide a personal financial statement, a personal credit report and any other financial information needed by Seller or ABA Advisors in conjunction with this agreement.
7. In the event Prospect elects not to purchase the subject business or any other business disclosed by ABA Advisors, Prospect will promptly notify ABA Advisors and immediately return or destroy all information provided.
8. Prospect agrees that any breach of this Agreement, directly or indirectly, will be harmful to ABA Advisors and the Seller. Should any suit be commenced to enforce ABA Advisors or the Sellers rights herein, and in the event ABA Advisors or the Seller is successful, Prospect agrees to reimburse ABA Advisors and/or the Seller expenses connected therewith, including attorney fees and court costs.
9. Prospect acknowledges receiving a copy of this Agreement, agrees to the terms and that this was given to Prospect at the time ABA Advisors began providing specific assistance in buying a business. A facsimile or electronic copy of this document and any signatures shall be considered for all purposes as originals.
February 2, 2023