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NON-DISCLOSURE/AGENCY RELATIONSHIP AGREEMENT

Number: #
Seller:
Asking Price:

In order to induce the Listing Intermediary and Seller to furnish information regarding the Business (the "Information") to the Acquirer for Acquirer's evaluation and possible purchase of the Business and in consideration for the Intermediary and Seller providing the Information, Acquirer agrees and warrants to the Intermediary, and Seller as follows:

1. The Acquirer as used herein shall mean and include the undersigned, individually, and in the Acquirer’s capacity as an employee, partner, stockholder, officer, director, agent, adviser, consultant, manager, member or any other capacity whatsoever of an entity associated with the Acquirer. The Information shall include all verbal and written data, reports, records, or materials obtained from the Intermediary or the Seller, whether in hard copy or electronic format.

2. Acquirer shall not disclose any of the Information to any party other than persons within Acquirer's organization, or independent advisors, who have a need to know such Information for the purpose of evaluating the possible purchase of the Business. Acquirer agrees to be responsible for the compliance by any such other parties with all provisions of this Agreement. If Acquirer decides not to pursue the proposed acquisition, Acquirer will advise the Intermediary of this fact and shall return to the Intermediary all Information furnished to Acquirer without keeping copies of it and destroy any and all Information presented to the Acquirer in electronic format.

3. Acquirer 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. Acquirer 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.

4. The Information furnished, and to be furnished, is provided by Seller, or based on representations of the Seller, and the Intermediary have made no investigation of it. Acquirer releases the Intermediary from any liability or responsibility in connection with the accuracy, completeness, or any other aspect of the Information provided. Acquirer agrees that any warranties or representations of the Seller for the Information provided will only be made in a Purchase and Sale Agreement in connection with the purchase of the Business. Acquirer accepts sole and final responsibility for the evaluation of the Information and all other factors relating to the Business.

5. Acquirer will present all offers for the business through the Intermediary and conduct all negotiations on any proposed transaction through the Intermediary only. Acquirer agrees not to take any actions that could interfere with or hinder the collection of the Intermediary’s fees in connection with this transaction.

6. Acquirer represents that Acquirer has sufficient resources to complete the purchase of the Business for the asking price and terms. Acquirer agrees to provide, upon request by the Intermediary, or Seller, financial statements, credit reports, references, and other pertinent information evidencing such financial sufficiency.

7. Acquirer will indemnify and hold harmless the Intermediary and Seller from any and all claims or actions arising from Acquirer's acts or failures to act in complying with this agreement, including reasonable attorney's fees and other expenses incurred. This Agreement shall be governed by the laws of the state of the principal place of business for the Business.

8. Acquirer 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 a commission to be paid the Intermediary, with the commission being defined as the amount agreed upon by Intermediary 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 Intermediary 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 Intermediary 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, or to lien holder or other party in procession or partial procession of the assets or stock of the business 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 fee amount agreed upon by Intermediary and Seller in the aforesaid agreement between those parties will be made known to Acquirer by the Intermediary, upon Acquirer's request, when and if an agreement for the purchase of the Business is made by Acquirer. If Acquirer violates the foregoing provisions, Acquirer will be liable for and pay said fee to the Intermediary upon demand without any obligation on Intermediary's part to first exhaust any legal remedies against Seller.

9. If any provision of this Non-Disclosure/Agency Relationship Agreement is held to be invalid, void or unenforceable, such provision shall be applied to the fullest extent permissible by law, and the remaining provisions of this Non-Disclosure/Agency Relationship Agreement shall remain in full force and effect.

10. This Agreement shall be constructed in accordance with the laws of the State of Rhode Island, and the obligations of the parties are performable in Providence County, State of Rhode Island, where venue shall lie for any actions brought hereunder.

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April 24, 2024

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June 15, 2021 6:37 am GMT

Individual RI NDA {{gravity-field-id-10}} Uploaded by Kevin A. Nery - k.nery@nerycorp.com IP 93.141.137.11