Client Number: #47694 – Niche Service & Sales
This agreement acknowledges that Ostir Business Brokers Ltd. (“OBB”) has introduced us to the number-designated company listed above (the “Company”). In connection with our investigation of the Company, we request OBB to provide us with confidential information related to the Company including but in no way limited to the name of the Company that is considering a sale of its assets or shares. In consideration of the introduction and the provision of such information, we hereby agree to the following:
- We shall treat confidentially such information and any other information provided to us or which we gather through inspection of the Company, whether before or after the date of this agreement, whether orally or in writing, and regardless of whether or not such information is specifically identified as “confidential” (collectively, the “Evaluation Material”). Notwithstanding anything herein contained, the term “Evaluation Material” does not including information which:
- (i) Is in the public domain at the time of disclosure hereunder to Recipient
- (ii) After disclosure hereunder comes into the public domain, other than as a result of a disclosure in breach of this Agreement by Recipient
- We shall not use any of the Evaluation Material for any purpose other than the evaluation of a purchase and sale transaction relating to the Company (the “Authorized Purpose”). We agree that we shall not use the Evaluation Material in any way detrimental to the Company, the vendor of the Company or to OBB, and that all Evaluation Material shall be kept in strict confidence by us, our directors, officers, employees and representatives. We further agree that we will only disclose the Evaluation Material to our directors, officers, employees, representatives and professional advisors with a ‘need to know’ in relation to the Authorized Purpose.
- We agree to return to OBB, promptly following a request therefore, all Evaluation Material provided to us and to destroy any copies thereof.
- We agree not to contact the Company’s principals or the Company’s bank, accountant, attorney, employees, suppliers, or clients without the prior written consent of OBB or the Company.
- We understand that the Company is the intended party and beneficiary whose rights are being protected by this agreement and agree that the Company may enforce the terms of this agreement as it sees fit, including by way of injunctive or other equitable relief, as if it were a party to this agreement.
- We acknowledge that OBB is acting as agent solely for the Company and we acknowledge OBB’s express disclaimer of all liability for representations or warranties pertaining to information received. We hereby waive any claim against OBB for loss or damage that we may suffer as the result of inaccurate or wrongful information received.
- We acknowledge that it is our responsibility to have all information verified by our own accounting, valuation, legal and other professional advisors, during a purchase investigation period, prior to the closing of any transaction.
- We agree that all of the provisions of this agreement shall survive, for the benefit of the Company and/or OBB, regardless of whether or not we purchase the assets or shares of the Company.