The parties agree that the delivery of the information is subject to the
following terms, covenants and conditions:
1.Potential Buyer agrees to treat confidentially the information, whether
the information is furnished before or after the date of this letter, together
with analysis, compilations, studies or other documents or records prepared
by Potential Buyer and its directors, officers, employees, advisors or
representatives and financing sources (collectively “Representatives”),
to the extent that such analysis, compilations, studies, documents or records
contain or otherwise reflect or are generated from such information (collectively,
2.Potential Buyer agrees that its Representatives will not duplicate,
photocopy or otherwise reproduce the information in whole or in part or
otherwise use or permit it to be used in any fashion or manner detrimental
to the business or the interest of Owner. That the Material shall be used
solely for the purpose of evaluating the proposed acquisition of the business
and that such Material shall be kept confidentially by Potential Buyer;
provided, however, that any of the Material may be disclosed to such representative
who need to know the information contained therein for the purposed described
above, it being understood the Potential Buyer shall (a) inform each such
representative of the confidential nature of such information and require
such representative to treat such information confidentially; and (b) maintain
a list of those persons to whom such information has been disclosed, which
list shall be presented to Owner or Broker upon request.
3.Potential Buyer agrees to indemnify Owner from any loss or damage, which
Owner may suffer as a result of their breach of the terms and conditions
of this Agreement. In the event of a breach or threatened breach of this
Agreement, Owner shall be entitled to all remedies at law and equity, including
injunctive relief and if Owner prevails in an action against Potential
Buyer shall be responsible for all reasonable attorney’s fees and
costs incurred by Owner in the prosecution of such action.
4.Potential Buyer agrees it will return all Information upon request by
5.The Materials shall not be deemed to represent the state of affairs
of the business or constitute that there has been no change in the business
or affairs of the Business since the date of preparation of the Information.
Owner does not warrant or represent that the Information is true or correct.
You are advised to verify the Information independently. Owner reserves
the right to make any change, to add, to delete, or modify the Information
or to withdraw the business from consideration at any time, without notice.
The Information is not to be construed as an offer, an expression of intent,
an obligation, or as part of any contract or commitment, to sell the Business.