This AGREEMENT is made and entered between Website Properties, LLC., as Washington State Limited Liability Company (hereafter referred to as Broker) and the undersigned Prospect(s) (hereafter referred to as Prospect) for the purpose of exchanging confidential information regarding one or more of Broker’s clients (hereafter referred to as Seller) for the expressed purpose of evaluating a Seller’s business for possible purchase by Prospect and shall be effective as to any business opportunity inquired of Broker by Prospect .
The Prospect understands that the Broker represents the Seller in the sale of the business about which confidential information will be exchanged, and that the Broker and Seller have entered into an agreement for which the Broker will be paid a fee based on any transaction between the Seller and Prospect. Prospect also understands and represents that it has no relationship with Broker other than using Broker as a confidential source of business information of a Seller and under no circumstances does Broker have any responsibility to Prospect as to the accuracy of the information disclosed or any duty toward Prospect of any kind or nature whatsoever.
In consideration of the Broker providing or having provided such confidential information to the Prospect, the parties agrees as follows;
Confidential Information to be disclosed by the Broker under this Agreement (hereafter known as Confidential Information) can be described as, but is not limited to, all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, client and vendor lists, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, including the Sellers intent to sell their business, to Prospect by Broker or Seller. Confidential information shall not include any information that is, or becomes available in, the public domain, or any information that has already been independently developed by the Prospect or provided to the prospect by a third party which has developed this information independently of the Seller.
Nothing herein shall require Broker or Seller to disclose any of Seller’s information to Prospect.
Prospect agrees that the Confidential Information is to be considered confidential and proprietary to the Seller and Prospect shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Seller, and shall disclose it only to its officers, directors, or financial and legal counsel with a specific need to know. Prospect will not disclose, publish or otherwise reveal any of the Confidential Information received from Broker or Seller to any other party whatsoever except with the specific prior written authorization of Broker or as required under law or court order.
Confidential Information furnished in tangible form shall not be duplicated by Prospect other than for the purpose of its internal review and analysis. If Prospect discontinues its interest in the Seller, or upon the request of Broker, Prospect shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) business days of such request.
The Prospect represents and warrants that it does not represent a third party, competitor of the Seller, nor is Prospect an employee of a competitor. Prospect warrants that the sole purpose of receiving Confidential Information regarding the Seller is to possibly effect the purchase of Seller’s business and none other.
Prospect understands that all Confidential Information received by the Broker has been given to the Broker by the Seller. The Broker makes no representation or warranty, expressed or implied, with regard to the accuracy of such information. The Prospect will perform its own due diligence and agrees to hold Broker harmless from any liability or damage arising out of incorrect or undisclosed information.
Prospect understands that Broker represents the Seller with regard to the sale of their business. The Prospect will not contact the Seller directly without prior arrangement by Broker and will direct all negotiations, offers of purchase, letters of intent or other communication with the Seller through the Broker.
The Prospect acknowledges that the Broker has entered into an agreement with the Seller to which the Broker will be paid a fee if the business is sold to a buyer introduced by the Broker during the term of the agreement or for a period of 12 months thereafter. Prospect agrees not to attempt to circumvent this agreement in any way.
If the Prospect breaches the terms of this agreement, or in any way interferes with the Broker’s right to a fee, Prospect shall be liable for such fee and any damages, including reasonable costs and attorney’s fees associated to Broker’s actions required to collect such fee.
This Agreement shall be construed according to the law of the State of Washington and venue for any lawsuit shall be in Thurston County, Washington.
In the event either party employs an attorney to enforce any terms of this Agreement or is required to file a lawsuit for any breach of this Agreement, the prevailing party shall be entitled to collect their costs and reasonable attorney’s fees associated thereto.
This document contains the entire AGREEMENT of the parties regarding the distribution of Confidential Information and supersedes all prior agreements or representations with respect to the Seller which are not expressly set forth. All modifications to this Agreement must be in writing and signed and dated by both parties.
The Prospect acknowledges receiving a copy of this Agreement and a fax or email copy with signatures shall be considered as an original. This is a legal and binding contract and if it is not fully understood, Prospect should seek competent legal counsel.