Confidentiality and Non Disclosure Agreement
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This Confidentiality and Non Disclosure Agreement is entered into by and between ADEL Business and Commercial and recipient.
By selecting the check box you agree and acknowledge the following:
The Recipient acknowledges being first introduced to the following mandated Business(es) by ADEL Business and Commercial:Â
Certain confidential information shall be provided to the prospective purchaser to assess the potential of purchasing the Business. The term prospective purchaser includes the undersigned and any entity or representative acting on their behalf. The prospective purchaser consents as follows:
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Non-Disclosure of Information
The prospective purchaser acknowledges that the Seller of the Business is desirous to retain the confidentiality of the information disclosed. The prospective purchaser agrees not to disclose, transfer, publish or reproduce either directly or indirectly or permit access nor permit access to any confidential information without the prior written consent of the Seller and/or ADEL Business and Commercial to anyone other than the prospective purchaser’s accountants, financial institutions, attorneys, or financial advisors to whom disclosure and/or access is necessitated for the prospective purchaser to evaluate the Business. Disclosure of the confidential information shall be made to these parties only insofar as it relates to the prospective purchaser’s potential purchase of the Business. It shall be understood by these parties that the confidentiality of such information be maintained. The prospective purchaser shall remain responsible for any breach of this agreement by these parties, it being further understood that neither the prospective purchaser nor these parties shall utilize nor permit the use of the confidential information in any manner whatsoever, except as may be required for the prospective purchaser to evaluate the Business. Should the prospective purchaser elect not to proceed with the purchase of the Business for whatever reason, the prospective purchaser, shall return to ADEL Business and Commercial, all confidential information (including originals, electronic copies and notes) or destroy all confidential information at the request of ADEL Business and Commercial.
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Confidential Information
Confidential information means financial data, production processes, marketing plans, pricing lists and information, business methods, manuals, manufacturing and operational procedures, correspondence, leases, franchise and other contracts, processes, supplier data, asset registers, customer and employee lists of the Business, and other information whether in writing, verbally, visually or via electronic means, or known to the prospective purchaser from viewing, inspection, examination, or review of the books, records, assets, liabilities, processes, production methods of the Business obtained via communication with either the Seller and/or ADEL Business and Commercial, its employees, suppliers, representatives or customers. Confidential information does not include information that is publicly available.
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Buyer’s Responsibility and Disclaimer of Liability
The prospective purchaser acknowledges that ADEL Business and Commercial has received Confidential Information about the Business from the Seller and does not independently verify its accuracy. The prospective purchaser is advised to conduct their own due diligence investigation into the Business and its affairs. The prospective purchaser agrees to maintain all Confidential Information in strict confidence and to use it only for the purpose of examining the financial, legal, operational and commercial due diligence and feasibility of the Business. The prospective purchaser will not disclose, publish, reproduce, transfer, distribute or otherwise make available any Confidential Information (or any analyses, summaries or reports derived therefrom) to any third party except to the prospective purchaser’s legal representatives, accountants or financial institutions solely to assist with evaluation of the Business and only to the extent strictly required for that evaluation.
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Non-circumvention Agreement
The Seller has entered into a written mandate providing that the Seller shall pay a commission to ADEL Business and Commercial, should, during the period of the mandate or within twelve months thereafter, the Business is sold to a prospective purchaser introduced by ADEL Business and Commercial. It is understood by the prospective purchaser that any and all inquiries relating to the Business shall take place through the facilitation of ADEL Business and Commercial. The prospective purchaser shall not, without the prior written approval of ADEL Business and Commercial, directly contact the Seller or any of the Seller’s employees, suppliers, customers, franchisor, landlord, or suppliers in connection with the potential purchase of the Business. If the prospective purchaser circumvents ADEL Buisness and Commercial to acquire the Business directly, the prospective purchaser will be liable for the full commission payable under the Seller’s mandate and reasonable legal fees.
The prospective purchaser confirms that as at signature of this Agreement, ADEL Buisness and Commercial has introduced the Business to me and shall in the future, further introduce me to additional businesses
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Additional Terms
This agreement constitutes the whole of the agreement between the parties relating to the matters dealt with herein and no undertaking, representation, term or condition relating to the subject matter of this agreement not incorporated in this agreement shall be binding on either of the parties. No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this agreement will be of any force or effect unless in writing and signed by the parties. This agreement may be signed in counterparts and emailed and electronic signatures may be considered as originals.
If the prospective purchaser is a legal entity, the undersigned executes this agreement on behalf of the prospective purchaser and warrants that he/she is duly authorised to do so.
Any unauthorised disclosure or the use of Confidential Information may cause the Seller irreparable harm. Should the prospective purchaser breach any obligation under this agreement, the Seller will be entitled to seek a court order to prevent further breach and to recover any losses, damages, costs or legal expenses resulting from such breach.
The prospective purchaser acknowledges that he/she has entered into this agreement freely and that he/she is entirely satisfied that the terms hereof are fair, reasonable and necessarily for the protection of the Confidential Information in respect of the Business operation.
