BUSINESS & REAL ESTATE GROUP
2760 S. White Road, Suite 150
San Jose, CA 95148
Tel: 510-750-3297 | www.BusinessAndRealEstateGroup.com
BUYER’S CONFIDENTIALITY AGREEMENT
In connection with the possible purchase (the “proposed transaction”) by you, “the
prospective buyer” of the BUSINESS known as:
DISCOUNT STORE
B & R Group will furnish you with information regarding the business. In
consideration of obtaining such information you hereby agree as follows:
1. “Information” means all oral or written data, reports, records or materials
obtained from us or the company, including the name, address and type of business of
the company, the knowledge that the company may be considering a sale, or even the
fact that information has been provided. “information” does not include any
information which is, or becomes, readily available to the public or is already in your
possession. B & R Group is first to provide information to you on this business.
2. Information is being furnished solely in connection with your consideration of
the acquisition of part or all of the business (the “proposed transaction”) and shall be
treated as “secret” or “confidential” and no portion of it shall be disclosed to others
for a period of two (2) years from the date of this agreement, except to those of your
employees and agents whose knowledge of the information is required for you to
evaluate the proposed transaction and who assume the same obligations under this
agreement. You the undersigned hereby assume full responsibility for the compliance
of such employees or agents to the terms of this agreement.
3. The undersigned further agrees that it will not interfere with any business of the
company through the use of any information or knowledge acquired under this
agreement nor use any such information for its own account. The seller has entered
into an agreement providing that seller shall pay a fee to B & R Group if during the
term of that agreement or up to twenty-four months thereafter, the business is
transferred to a buyer introduced by B & R Group or a cooperating broker. The
undersigned shall conduct all inquiries and discussions about the business solely
through B & R Group and shall not directly contact the seller or seller’s
representatives. Should the undersigned purchase all or part of the stock or assets of
business, acquire any interest in, or become affiliated in any capacity with business
without broker’s participation, or in any way interfere with broker’s right to a fee, the
undersigned shall be liable to B & R Group for such a fee and any other damages
including reasonable attorney’s fees and costs.
4. It is understood that the selling company is the intended party and beneficiary
whose rights are being protected and may enforce the terms of this confidentiality
agreement as if it were a party to the agreement.
5. Although you understand that we have included in the proprietary information
certain information that we consider to be relevant for the purpose of your
investigation, B & R Group cannot make any representation or warranty as to its
accuracy or completeness.
6. The undersigned acknowledges the responsibility to perform a due diligence
review at his/her own cost and expense prior to any transaction. If you decide that
you do not wish to pursue the proposed transaction, please promptly advise us of that
fact, outlining the reasons, and deliver to us all the proprietary information furnished
to you without keeping copies, summaries, analyses or extracts thereof.
7. When B & R Group lists a business for sale; it becomes the agent representing
the seller. B & R Group often works with the buyer too, and by the nature of that
relationship, it also becomes the agent for the buyer. Even though the buyer and seller
are usually represented by different agents in its office, there is a dual agency in that
the company, B&R Group, is an agent for and represents both parties. By signing, you
are in agreement with our dual agency relationship. Any agent must make full
disclosure of all relevant information known to the agent to the party that the agent
represents. Buyer and seller also must always, under California law, disclose all
material facts, which would influence the other party’s decision. Receipt of this
agreement is acknowledged.
Accepted:
_______________________________ _______________________
Prospective Buyer’s Signature Date
_____________________________________________________________________
Print Name Phone Number Fax Number
_____________________________________________________________________
Email
Street Address City State Zip
Selling Broker (or the Agent) Signature Date: