NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Recently you requested information on one or more businesses (“Business”) listed by Company Broker
Group, LLC, (CBG, LLC) its employees, agents, and/or members (“Broker”). Broker maintains
comprehensive sales packets hosted in cloud-based data rooms that we will provide to you upon receipt of
this completed non-disclosure and Confidentiality Agreement (“NDA”). These data rooms contain 4-5
years of tax returns, financials documents, and detailed video interviews with the Business owners.
Broker’s agreement with its sellers requires that it obtain this NDA and preliminary evidence of financial
ability before disclosing the name and location of his/her business. All information in this NDA will be
kept confidential and provided only to Broker and the sellers of the businesses you request information
on.
By signing below you agree to all the terms contained in this NDA for all businesses that Company
Broker Group, LLC may provide you information for multiple businesses for sale.
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Company:
Name (Please Print)
Signature
Address
( )
Cell Phone #
City
State
( )
Home Phone #
Email address (print clearly and in BLOCK)
Which Business(s) do you seek information on?
What is your approximate net worth?
How much do you have “liquid”, i.e. can convert to cash in 60 days?
In the lines below please briefly describe your professional background.
Are you a Business Broker?
By signing this NDA, you understand and agree:
(A)
That the Businesses are listed for sale, and any information provided on any Business by Broker,
is sensitive and confidential, and that its disclosure to others may cause damaging to the
Businesses and their owners. You agree to maintain this information in strict confidence and not
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to disclose any information regarding these Businesses to any other person who has not also
signed this Agreement. You understand that Broker may monitor the use and transmission of all
documents, pictures, video and other data provided by Broker, and that these materials are not to
be provided to any party without the express written consent of the Broker. You agree not to
contact the business owners, employees, suppliers, customers, competitors, landlords, or any
other individual or entity connected with the Business unless coordinated through Broker. All
communications will go directly through CBG, LLC.
(B)
The information subject to this NDA remains the property of the Business, and you agree to
immediately return all of the information you have received from Broker if requested by Broker
or the Business. If at any time you decide NOT to pursue purchase of the Business, you agree
you will promptly and securely destroy all information you have received from Broker on the
Business.
(C)
You agree to indemnify and defend Broker, its agents, or its members from any claims brought
against Broker by the Business or its Sellers arising from any alleged actions or inactions by you,
including breach of this NDA.
(D)
All correspondence, inquiries, communications, offers, and negotiations relating to the potential
purchase of any Business listed by Broker will be conducted exclusively through Broker. You
agree not to circumvent or interfere with the relationship between (CBG) and sellers, including
Broker’s commission. If you, any individual or entity affiliated with you, or any individual that
learns of the Business through you interferes with Broker’s relationship or past or present broker
contract with its sellers or its right to its commission, you understand you will be individually
liable to the Broker for full payment of Broker’s contracted commission for the Business,
including all costs of collection including attorney’s fees and costs. This condition and all other
conditions of this agreement apply to any person that you are related to or affiliated/associated
with.
(E)
All information regarding Businesses for sale is provided by the sellers of the business and is
NOT verified in any way by Broker. Broker makes no representation or warranty, express or
implied, about the accuracy or completeness of any information provided to you under this
Agreement. You should perform your own due diligence and verify all information regarding
the business to your satisfaction before purchasing. You understand and agree that Broker is not
responsible for the accuracy of any of the information contained in this sales packet, and that by
receiving this information you agree to indemnify and hold Broker harmless from any claims or
damages which may occur by reason of the inaccuracy or incompleteness of any information
provided to you. Also, you understand that the Broker has advised you to seek professional tax
and legal advice before purchasing any business he represents, as the Broker cannot and does
not give legal or tax advice.
(F)
Any dispute arising between the parties concerning this Agreement or the rights and duties of
either party in relation thereto shall be resolved by arbitration under the Arbitration Rules of the
American Arbitration Association before a single arbitrator. The arbitrators shall apply state of
Colorado law to the dispute without regard to its laws as to choice or conflict of laws. The
location of the arbitration shall be Denver, Colorado. Each Party irrevocably submits to the
jurisdiction of such proceeding and waives any and all objections to jurisdiction or venue that it
may have. The arbitral award to be rendered shall be final and binding upon both parties, and
may be entered in any court having jurisdiction thereof.
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Different Brokerage relationships are available which include Seller agency, buyer agency, or
transaction – brokerage.
Brokerage disclosure to Buyer or Tenant of Property. Definition of working relationships.
Seller's Agent: a seller's agent works solely on behalf of the seller to promote the interests of the seller
with the utmost good faith, loyalty, and fidelity. The agent negotiates on behalf of and ask as an advocate
for the seller. The seller's agent must disclose to potential buyers all adverse material facts actually
known by the seller's agent about the business/property. A separate written listing agreement is required
which sets forth the duties and obligations of the broker and the seller.
Buyer’s Agent: a buyer’s agent works solely on behalf of the buyer to promote the interests of the buyer
with the utmost good faith, loyalty and fidelity. The agent negotiates on behalf of an accident advocate
for the buyer. The buyer’s agent must disclose to all potential sellers all adverse material facts actually
known by the buyer’s agent, including the buyer’s financial ability to perform the terms of the
transaction. A separate written by a Buyer agreement is required which sets forth the duties and
obligations of the broker and the buyer.
Transaction broker: the transaction broker assist the buyer or seller or both throughout a real estate
transaction by performing terms of any written or oral agreement, fully informing the parties, presenting
all offers and assisting parties with any contracts, including the closing of the transaction, without being
an agent or advocate for any of the parties. A transaction-broker must use reasonable skill and care and
the performance of any oral or written agreement, and must make the same disclosures as agents about all
adverse material facts actually known by the transaction – broker concerning the property or a buyer's
financial ability to perform the terms of a transaction and whether the buyer intends to occupy the
property. No written agreement is required.
Company Broker Group, LLC, and Paul Olsen will be operating solely as a “Seller” Agent” in this
transaction.
Customer: a customer is a party to a real estate transaction with whom the broker has no brokerage
relationship because such party has not engaged or employed the broker, either as a party’s agent or as
the party’s transaction – broker.
Name (Please Print)
Signature
Please Print and Fax to 815-301-3483
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