Attn : Gul Gazipura
235 E. Warm Springs Rd., Suite 100 Las Vegas, NV 89119 Ph(702)940-5580 Fax(702)898-0610 www.lvcbs.com
INTRODUCTION AND CONFIDENTIALITY STATEMENT
As a prospective buyer and/or buyer’s agent, I/we ______________________, am/are a principal purchaser(s) and/or authorizing individual(s)/agent of an interested party (collectively “Purchaser(s)”) and certify that the interest in the business/properties represented below is for the sole purpose of a possible purchase, lease, option, merger or any management arrangement of the businesses/properties (the “Business”) offered by LVCBS (Las Vegas Commercial Business Sales Inc.) (the “Broker”) Purchaser acknowledges that it has been or will be provided information related to the Business which Purchaser intends to investigate with its professionals (accountants, lawyers and/or consultants) through a due diligence period to be determined with the Seller. Purchaser acknowledges that this information, including but not limited to financial data, intellectual property, sales and marketing plans, vendor lists, customer lists, pricing schedules, tax returns and budgets, is not generally known or readily ascertainable by independent investigation (the “Confidential Information”). Purchaser further acknowledges that the Confidential Information is subject to reasonable efforts to maintain its secrecy by Seller, and that its secret nature gives Seller a competitive advantage in the market place. Purchaser agrees it will not use any Confidential Information provided by the Broker from Seller to compete with the Business presented, but instead will treat this Confidential Information as trade secrets and will not disclose this information to any third party not involved directly with undertaking due diligence for Purchaser acquiring, leasing or assuming management of the Business. Any and all information divulged by the Broker will be held strictly confidential by Purchaser. Purchaser agrees also that an additional purpose of this Agreement is to protect the Seller by keeping secret the concept of a sale from reaching its suppliers, customers and employees. Thus, Purchaser agrees it will not contact nor will it allow any of its representatives or associates to contact the Seller or any of the Seller’s vendors, employees, customers, attorneys, accountants, principal(s) or to visit the Business and/or its properties except with Broker’s express written permission. Thus, Purchaser agrees
THIS AGREEMENT IS LEGALLY BINDING. COMPETENT LEGAL AND FINANCIAL ADVICE SHOULD BE SECURED BY ALL PARTIES BEFORE SIGNING. BOTH PARTIES ACKNOWLEDGE THAT NO LV-CBS REPRESENTATIVE HAS OR WILL PROVIDE ANY LEGAL, ACCOUNTING OR BUSINESS ADVICE AND THAT THE BUYER AND SELLER WILL RELY EXCLUSIVELY ON THE ADVICE FROM PROFESSIONALS OF THEIR CHOICE.
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that any negotiations for the purchase, option, lease, merger or ma nagement arrangement of the Business and/or property will be conducted solely on Purchaser’s behalf through the Broker. Purchaser acknowledges that the Broker was the first to advise me/us of the availability of this opportunity, and that the Broker is the procuring cause for a possible transaction of this Business and/or property. The Confidential Information will remain the property of the Seller and will be kept in the possession of the Broker and only revealed to Purchaser upon the terms and conditions stated in this Agreement. Purchaser guarantees that all conversations and documents shall be held in the strictest confidence and discussed only with Broker and its agents. Upon written demand from Broker or Seller, Purchaser, within five (5) business days, agrees to return Confidential Information and any copies which Purchaser has made or which have been made on its behalf. Purchaser and its individual representatives agree to be bound by this agreement for a period of (24) twenty-four months f om the date I sign this agreement, and that the r Broker will receive the commissions from whichever of the parties it has a written and signed commission agreement with, regardless of the listing status of the Business. By signing below, I hereby acknowledge that violation of this covenant could subject me and Purchaser to legal action and monetary damages. Notwithstanding anything herein to the contrary, in the event that I and/or Purchaser violate any of the provisions set forth in this Agreement, we acknowledge that Seller and Broker will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Purchaser agrees that in addition to any other remedy the Seller and Broker shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, from a court of competent jurisdiction to prevent or halt such a breach. Purchaser shall reimburse the Seller and Broker for any attorneys’ fees or costs incurred in obtaining any such injunctive relief. In the event of enforcement of this agreement and/or litigation, the undersigned and/or the principals that they represent agree that the Broker shall be awarded all attorney’s fees and court costs in addition to any commission awards or other damages Broker receives. In the event of litigation involving this Agreement and/or the Confidential Information, whether arising in tort or contract or via statute, Purchaser shall defend Broker at Purchaser’s expense with counsel of Broker’s choice, and further will hold Broker harmless and indemnify him/her from any and all claims, allegations, causes of actions, lawsuits, costs, losses or expenses, including without limitation, all expenses of investigation and defense of any such claim or action, including all attorneys’ fees and
THIS AGREEMENT IS LEGALLY BINDING. COMPETENT LEGAL AND FINANCIAL ADVICE SHOULD BE SECURED BY ALL PARTIES BEFORE SIGNING. BOTH PARTIES ACKNOWLEDGE THAT NO LV-CBS REPRESENTATIVE HAS OR WILL PROVIDE ANY LEGAL, ACCOUNTING OR BUSINESS ADVICE AND THAT THE BUYER AND SELLER WILL RELY EXCLUSIVELY ON THE ADVICE FROM PROFESSIONALS OF THEIR CHOICE.
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costs, arising out of any claim made or action instituted by any person or entity arising out of this Agreement or Seller’s Confidential Information. Purchaser attests that it has_______, does not have ________ any affiliation with any federal, state or local government agency(ies). If affiliated with any such agencies, my/our relationship is that of _____________________________________________. Purchaser warrants that it has the authority to execute this agreement. PURCHASER ACKNOWLEDGES THAT LV COMMERCIAL AND BUSINESS SALES., IT’S BROKER, IT’S EMPLOYEES AND IT’S AGENTS ARE NEITHER ATTORNEYS NOR ACCOUNTANTS AND THAT BROKER AND ITS AGENTS ARE ACTING ONLY AS A CONDUIT OF INFORMATION WITHOUT ANY GUARANTEE OR EXPRESSED OPINION OF THE TRUTH, ACCURACY OR VALIDITY OF THE INFORMATION PROVIDED AND THAT SAME HAVE NOT CONDUCTED AN INDEPENDENT STUDY TO GUARANTEE THE CORRECTNESS OF THE INFORMATION PROVIDED. PURCHASER FURTHER UNDERSTANDS AND AGREES THAT IT MUST CONDUCT ITS OWN INDEPENDENT DUE DILIGENCE INVESTIGATION(S) REGARDING ALL INFORMATION RECEIVED REGARDING THE BUSINESS AND/OR PROPERTY, THROUGH PROFESSIONALS OF ITS CHOICE. LVCBS Code 1.232836 Business Type Convenience Store General Location of Business Near Las Vegas/Laughlin
______________________________ Printed Name ______________________________ Mailing Address ______________________________ City, State, Zip GUL GAZIPURA LVCBS Agent
_____________________________ E-Mail Address _____________________________ Date (_____)_______________________ Phone
Fax Number (702) 898-0610
Buyer’s Signature ___________________________________________ Buyer’s Agent’s Signature _____________________________________
THIS AGREEMENT IS LEGALLY BINDING. COMPETENT LEGAL AND FINANCIAL ADVICE SHOULD BE SECURED BY ALL PARTIES BEFORE SIGNING. BOTH PARTIES ACKNOWLEDGE THAT NO LV-CBS REPRESENTATIVE HAS OR WILL PROVIDE ANY LEGAL, ACCOUNTING OR BUSINESS ADVICE AND THAT THE BUYER AND SELLER WILL RELY EXCLUSIVELY ON THE ADVICE FROM PROFESSIONALS OF THEIR CHOICE.
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