Coastal M&A

Corporate MA NDA {{gravity-field-id-10}}


THE NERY CORPORATION d/b/a COASTAL M&A
700 Pleasant Street, Suite 330 New Bedford, MA 02740 (508) 990.9800

CORPORATE/INVESTMENT GROUP CONFIDENTIALITY AGREEMENT


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("COMPANY")

Listing
Asking Price

1. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned ("The Recipient") enters into this Confidentiality Agreement with and for the benefit of The Nery Corporation d/b/a Coastal M&A ("the Intermediary").

2. The Intermediary has attached hereto or has provided or may subsequently provide to the Recipient in connection herewith certain technical, financial, and/or business information (collectively the "Information") regarding the Company (as above designated) to facilitate an evaluation by the Recipient whether to acquire the Company or stock or assets thereof. The Recipient acknowledges that the Information is highly confidential and proprietary to the Company.

3. The Recipient shall not at any time, without prior written consent of the Company, furnish, copy, reproduce or distribute, in whole or in part, directly or indirectly, the Information to anyone, except Recipient's employees, partners, officers, agents, legal counsel, financial advisors and investors, who may be furnished with the Information for the sole purpose of advising the Recipient as to the structure of any proposed purchase of the Company (or its stock or assets), and it will keep permanently confidential the Information and will use the Information only for the purpose set forth above. The Recipient shall be under no obligation to maintain as confidential any information which (a) Recipient can show by legally sufficient written evidence was in its possession prior to disclosure by the Intermediary and/or the Company; or (b) becomes generally available to the public in tangible form other than by acts or omissions of Recipient; or (c) is lawfully obtained from a third party.

4. Recipient agrees to keep confidential that the Business is for sale, or listed for sale, or that any discussions are taking place concerning a possible sale of the Business. Recipient will not contact the Seller, Seller’s employees, customers, suppliers or agents, other than the Intermediary, for any reason whatsoever without the prior consent of the Intermediary. All contacts with the Seller or such other parties will be made through or by the Intermediary unless otherwise agreed to by the Intermediary in writing.

5. The Recipient hereby indemnifies and holds harmless the Intermediary, and its agents, representatives, employees and attorneys from and against any and all claims, liabilities, actions, causes of action and damages, arising from or relating to any injury or loss arising out of, or from, or attributed to the actions, omissions, wrongful conduct or other breach of this Confidentiality Agreement by Recipient, which indemnification shall include, without limitation, reimbursement of attorney’s fees and expenses incurred by the Intermediary in connection herewith.

6. The Recipient shall not enter into any agreement for the purchase of the Company or its stock or assets unless said agreement contains a provision wherein the parties thereto acknowledge that the Intermediary is the procuring cause of such agreement and the Intermediary is entitled to the Intermediary's fee as agreed upon by the Company and the Intermediary.

7. While the Information is believed to be accurate, it is subject to change, error or withdrawal of offering, without notice. The Company and the Intermediary expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in the Information, or, for omissions from it. The Company reserves the right to require the return or destruction of the Information at any time.

8. The Recipient hereby represents that it has sufficient financial resources to complete the transaction for the asking price and terms set forth herein.

9. A facsimile transmission of this document is legal and binding.

10. This Agreement contains the entire agreement between the parties hereto with regard to the subject matter hereof. If one or more of the provisions contained herein shall be held to be invalid, illegal or unenforceable, the balance of this Agreement shall remain in full force and effect. This Agreement shall be binding upon the parties' heirs, successors and assigns, where permitted. This Agreement may not be assigned by the Recipient without the prior written consent of the Intermediary. No ambiguity herein shall be resolved presumptively against any party. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, and the obligations of the parties are performable in Bristol County, Commonwealth of Massachusetts where venue shall lie for any actions brought hereunder.

11. This Agreement Shall terminate two (2) years from the date hereof.

Recipient

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Date: October 6, 2022

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Signature Certificate
Document name: Corporate MA NDA {{gravity-field-id-10}}
lock iconUnique Document ID: e03b765b9b1b3c039edc71c265fc82a131064ea7
Timestamp Audit
July 4, 2021 10:49 am GMTCorporate MA NDA {{gravity-field-id-10}} Uploaded by Kevin A. Nery - k.nery@nerycorp.com IP 93.141.137.11