Non-Disclosure Agreement
By signing this Non-Disclosure Agreement (“Agreement”), I (“Recipient”) agree that any non-public information I receive about a business listing (“Business”) is confidential.
1) Definition of Confidential Information
“Confidential Information” means all non-public information disclosed to Recipient about the Business, whether written, oral, visual, electronic, or otherwise, including without limitation: financial information (revenue, profit, expenses, margins), pricing, inventory, vendor and supplier information, customer information, marketing, operations, processes, systems, employees, contracts, leases, and any identifying information that could reveal the Business.
2) Purpose / Limited Use
Recipient will use Confidential Information solely to evaluate a potential purchase, investment, or financing transaction involving the Business (“Permitted Purpose”) and for no other purpose.
3) Non-Disclosure
Recipient will not disclose any Confidential Information to any person or entity except to Recipient’s professional advisors (attorney, accountant, lender) who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.
4) No Direct Contact / No Interference
Recipient will not contact or attempt to contact the Business’s employees, customers, suppliers, landlord, franchisor, or other related parties, and will not visit the Business premises, except with express written permission from the Business owner (or the owner’s authorized representative).
5) Exclusions (Not Confidential)
Confidential Information does not include information that Recipient proves by written records:
(a) is or becomes publicly available through no breach of this Agreement by Recipient;
(b) was lawfully known to Recipient without restriction before disclosure;
(c) is independently developed by Recipient without use of the Confidential Information; or
(d) is lawfully received from a third party without breach of any duty of confidentiality.
6) Compelled Disclosure
If Recipient is required by law, regulation, or court order to disclose any Confidential Information, Recipient will (to the extent legally permitted) provide prompt written notice to the Business owner and cooperate in seeking confidential treatment or a protective order. Recipient will disclose only the minimum Confidential Information legally required.
7) Return / Destruction
Upon written request, Recipient will promptly delete or return all Confidential Information in Recipient’s possession or control, except that Recipient’s advisors may retain copies only to the extent required by law or professional standards, and any retained copies remain subject to this Agreement.
8) Term
This Agreement begins on the date Recipient signs and remains in effect for two (2) years. Recipient’s duty not to disclose trade secrets remains in effect for so long as the information remains a trade secret under applicable law.
9) No License / No Warranty
No license or other rights are granted to Recipient except the limited right to use Confidential Information for the Permitted Purpose. Confidential Information is provided “as is” without any representation or warranty regarding accuracy or completeness.
10) Remedies
Recipient acknowledges that unauthorized use or disclosure may cause irreparable harm. The Business owner is entitled to injunctive relief and any other remedies available at law or in equity. The prevailing party in an action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.
11) Governing Law / Venue
This Agreement is governed by the laws of the state where the Business is primarily located, without regard to conflict-of-law rules. Any dispute will be brought in the state or federal courts located in that same state, and Recipient consents to jurisdiction and venue there.
12) Entire Agreement / Severability / Electronic Signature
This Agreement is the entire agreement regarding confidentiality for the Business and supersedes prior discussions on that subject. If any provision is unenforceable, the remaining provisions remain in effect. Recipient agrees that an electronic signature is valid and binding.
You will receive an email with a secure link to sign the NDA. The seller will review your request after you sign.
