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STANDARD
BUYER'S CONFIDENTIALITY AND WARRANTY AGREEMENT
The undersigned
(the "Buyer") understands and acknowledges that QuarriesForSale.com
(the "Broker" has a valid agreement with the owner(s) (the "Seller")
of the business and/or property described below (the "Business")
whereby Broker has been retained, for an agreed upon commission, to represent
Seller in the sale of the Business. Buyer understands and acknowledges
the Broker is acting as the agent of the Seller and that Broker's primary
duty is to represent the interests of the Seller. The Business that is
the subject of this Standard Buyer's Confidentiality and Warrant Agreement
(the "Agreement") is as follows:
| Description
of Business: |
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| Website
(if applicable): |
__________________________________________________________ |
| Listing
Number: |
__________________________________________________________ |
| Asking
Price: |
__________________________________________________________ |
In order
to induce Broker or Seller to furnish information regarding the Business
(the "Information") to Buyer for Buyer's evaluation and possible
purchase of said Business and in consideration for Broker's or Seller's
furnishing such information, Buyer understands, agrees, represents and
warrants to Broker and Seller as follows:
- The word
"Buyer," as used herein, shall mean and include the undersigned
individually, as a member of a partnership, as an employee, stockholder,
officer or director of a corporation, as an agent, adviser or consultant
for or to any business entity and in any other capacity whatsoever.
- The Information
is of a proprietary and confidential nature, the disclosure of which
to any other party will result in damage to the Seller and/or Business,
and Buyer further represents and warrants as follows:
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The Information furnished by Broker or Seller has not been publicly
disclosed, has not been made available to Buyer by any party or
source other than Broker or Seller and is being furnished only
upon the terms and conditions contained in this Agreement.
- Buyer
will not disclose the Information, in whole or in part, to any
party other than persons within Buyer's organization, including
independent advisers/consultants, who have a need to know such
Information for purposes of evaluating or structuring the possible
purchase of the Business. Buyer accepts full responsibility for
full compliance with all provisions of this Agreement by such other
persons.
- Buyer
will not disclose, except to the extent required by law, to any
parties other than the persons described in Paragraph 2(B) above
that the Business is available for purchase or that evaluations,
discussions or negotiations are taking place concerning a possible
purchase.
- Buyer
will not utilize, now or at any time in the future, any trade secret(s),
as that term may be defined under statutory or common law, that
is/are included in the furnished Information for any purpose other
than evaluating the possible purchase of the Business, including,
without limitation, not utilizing same in the conduct of Buyer's
or any other party's present or future business(es).
- In
addition to the prohibition against utilizing trade secret(s),
Buyer will not utilize any other furnished information for any
purpose other than evaluating the possible purchase of the Business,
specifically including, without limitation, not utilizing same
to enter into and/or engage in competition with the Business or
assist or promote any other party(s) in so doing. The foregoing
prohibition against utilizing said Information in competing with
the Business shall remain in effect for three (3) years from the
date hereof and shall be applicable to competition within the presently
existing marketing area of the Business.
- If
Buyer decides not to pursue the possible purchase of the Business,
Buyer will promptly return to Broker all Information previously
furnished by Broker or Seller, including any and all reproductions
of same, and further, shall destroy any and all analyses, compilations
or other material that incorporates any part of said Information.
- Buyer understands that Broker
may likely be acting in dual-agency by representing both Seller and Buyer. Buyer understands
that Broker typically has an agreement providing for compensation for representation of Seller. However, in
some cases Broker may have an agreement providing for compensation for representation of Buyer.
- Buyer
agrees not to contact Seller or any entity to which Seller may be related including,
but not limited to, Seller's employees, customers, suppliers, landlord(s), partners,
stockholders, officers, board members, or agents other than Broker for any reason whatsoever
without the prior consent of Broker. All contact with the Seller or such other parties
regarding negotiations, offers, or for any other reason(s), will be made exclusively through
or by Broker unless otherwise agreed to by Broker in writing.
- Broker's Representation of Seller.
Buyer agrees to non-circumvention of Broker's representation of Seller. In the event that
Buyer does circumvent Broker, Buyer understands and agrees that Buyer shall be
responsible for the full payment of any commissions due from the sale of the subject
Business. Buyer also understands that in the event that Buyer and/or any of his/her/it's
contacts to whom he/she/it may have any form of a personal or business relationship, becomes affiliated
with or employed by any Seller which has been disclosed to and/or offered to Buyer for purchase or
otherwise perform business activities with, Buyer will then owe all commissions due to Broker.
- The Information
furnished by Broker has been prepared by or is based upon representations
of the Seller and Broker has made no independent investigation or verification
of said Information. Buyer hereby expressly releases and discharges
Broker from any and all responsibility and/or liability in connection
with the accuracy, completeness or any other aspects of the information
and accepts sole and final responsibility for the evaluation of the
Information and all other factors relating to the Business. Buyer acknowledges
Buyer's responsibility to verify all information relating to the purchase of the subject
business and additionally understands and agrees that Broker, in the event that Broker
is not aware of material information relating to the sale of the subject business,
is not responsible or liable for failure to disclose such material information.
- The Information
is subject to change or withdrawal without notice and the Business
is being offered for sale subject to prior sale or the withdrawal of
said offering without notice.
- Buyer
will indemnify and hold harmless the Broker and Seller from any and
all claims or actions arising from Buyer's acts or failures to act
in pursuing the possible purchase of the Business, including, without
limitation, reasonable attorney's fees and other expenses incurred
by Broker.
- Buyer
will not, for a period of three (3) years from the date hereof, enter
into any agreement for the purchase of the Business, in whole or in
part, or assist or promote any other party in so doing, unless such
agreement to purchase provides for commission to be paid Broker, with
the commission being defined as the amount agreed upon by Broker and
Seller in the "Standard Listing Agreement" or similar agreement
between those parties. The phrase "agreement for the purchase
of the Business" as used herein, shall mean and include any agreement,
specifically including, but not limited to, offers to purchase, letters
of intent and similar agreements, that provides for the transfer, conveyance,
possession of, or disposition of the Business, its capital stock, assets,
or any portion thereof, and the commission amount to be paid Broker
shall be the greater of either the minimum commission or the commission
based upon sale price (or purchase price), as these amounts are defined
in the aforesaid agreement between Broker and Seller. Further, "sale
price (or purchase price)" as used herein shall mean and include
the total amount of consideration paid or conveyed to Seller or for
Seller's benefit, including, without limitation, cash, capital stock,
notes, personal property of any kind, real property, leases, lines
of credit, loans, contingent payments (e.g., license agreements, royalty
agreements, payments based upon future sales or profits, etc.), employment
or management contracts, consulting agreements, non-competition agreements,
assumption or discharge of any or all liabilities, and any combination
of the foregoing and/or other consideration. The commission amount
agreed upon by Broker and Seller in the aforesaid agreement between
those parties will be made known to Buyer by Broker, upon Buyer's request,
when and if an agreement for the purchase of the Business is made by
Buyer. If Buyer violates the foregoing provision, Buyer will be liable
for and pay said commission to Broker upon demand without any obligation
on Broker's part to first exhaust any legal remedies against Seller.
- Buyer
represents that Buyer has sufficient financial resources to complete
the transaction for the asking price and terms set forth herein. Buyer
agrees to provide, upon request by Broker or Seller, financial statements,
references and other pertinent information evidencing such financial
sufficiency.
- The performance
and construction of this Agreement shall be governed by the laws of
the State of Texas. All sums due hereunder shall be payable at the
office of the Broker in Dallas County, Texas and all parties hereto
agree to forbear from filing a claim in any other jurisdiction.
- This
Agreement shall be binding upon the Buyer, Buyer's heirs, executors,
successors, assigns, administrators or representatives. If any provision
of this Agreement shall be held to be invalid, void or unenforceable,
the remainder of the provisions hereof shall remain in full force and
effect and this Agreement shall be construed as if such invalid, void
or unenforceable provision had not been contained herein.
- In any
litigation arising under the terms and conditions of this Agreement,
the prevailing party shall be entitled to reasonable legal fees and
expenses in addition to any amount of the judgment.
- The terms
and conditions of this Agreement shall also apply to any other business
and/or property on which Broker has been retained to represent the
owner(s) in the sale thereof and on which Broker or owner(s) has furnished
information to Buyer. Further, it shall not be necessary for Buyer
to execute any additional agreement(s) to that effect and any terms
and conditions of this Agreement that refer to the date hereof shall
automatically be adjusted to reflect the date on which Broker or owner(s)
initially furnished information to Buyer on such other business and/or
property.
- The provisions
hereof cannot be modified, amended, supplemented or rescinded without
the written consent of Broker and this Agreement sets forth the entire
agreement and understanding
EXECUTED
ON THIS ________________ DAY OF _________________________, 200___.
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Typed/Printed Name of Buyer
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Typed/Printed Name of Buyer
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____________________________________________
Signature (Individually and as Duly Authorized Representative)
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Signature (Individually and as Duly Authorized Representative)
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Typed/Printed Name of Signatory
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Typed/Printed Name of Signatory
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Street Address
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Street Address
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City, State, Zip Code
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City, State, Zip Code
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Home Telephone (including area code) |
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Home Telephone (including area code) |
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Work Telephone (including area code) |
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Work Telephone (including area code) |
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Mobile Telephone (including area code) |
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Mobile Telephone (including area code) |
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Email Address |
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Email Address |
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