 Professional Intermediary for Sales, Mergers & Acquisitions |
Confidentiality, Finder and Non
Circumvention Agreement - Buyer (CFNCA) |
Tel. (856) 424-3373 - Fax (856) 424-6228 Robert Selby, President rselby@selbyassociates.com www.selbyassociates.com |
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In consideration of Selby Associates, Inc. ("SA") introducing our company/ myself personally ("CO") to various persons and business entities collectively referred to as "Source(s)", the undersigned agrees to be bound by the below terms and conditions: |
| 1. | This Agreement pertains only to the various persons and business entities introduced by SA to CO through E-mail/internet/mail/fax/phone/in person, hereinafter the "Source(s)". |
| 2. | SA shall be compensated by its Source, as a Finder, by the payment of a "Fee" (as defined in an agreement between SA and Source) for the making of this introduction to CO. In the event CO violates the terms of this Agreement, CO shall be liable to SA as detailed herein. |
| 3. | Until such time as SA has been paid its Fee, violation of this Agreement by CO shall have occurred by any of the following acts of circumvention: (a) CO, or an affiliate, agent or related party of CO, (the "COParties") entering into a written agreement with a Source without prior disclosure to and the advance written acknowledgment of SA, (b) engaging in an exchange of compensation between COParties and Source without; i) making the transfer through a licensed escrow agent where said escrow agent has instruction from CO to release payment of Fee to SA at closing, and; ii) making the transfer in the presence of SA (c) cooperating with anyone to avoid the payment of fees to SA, (d) communicating with a Source, directly or indirectly, without written permission from SA, (e) COParties participating in any activity described in (a), (b), (c), or (d) above with Source or an affiliate, agent or related party of Source. In the event of the violation of a provision(s) of this Agreement by CO, and a transaction between COParties and Source is completed, CO shall be obligated to pay SA, at the time of closing, the entire Fee, less any portion already paid by Source. In the event CO fails to pay SA any fees owed at the time they are owed, CO shall be responsible to pay SA interest at a rate of 18% per annum from the date the payment was due plus SA attorney costs to collect. |
| 4. | SA is not a licensed Attorney, Tax Advisor, Broker-Dealer, Investment Advisor or Realtor. If any of these or other professional services is required, CO agrees they will consult said "Professional". SA is a Finder with business experience. SA does not provide advisory services. As a Finder, SA shall develop an understanding of the businesses involved, then research, market to, locate and contact potential interested parties and then compile and disseminate information between them for the purpose of "matching up" businesses/individuals with similar business goals. The ultimate details of the transaction are up to the parties involved in the transaction, and does not involve SA. CO acknowledges that any lease or purchase of real estate is incidental to the transaction and no part of SA fee is for consideration in connection with real estate. Furthermore, because SA is not involved in the ultimate details of the transaction, if said transaction subsequently involves securities, CO acknowledges that SA role is limited to that of a Finder. SA does not make any representation or warranty regarding the Source(s)or as to the accuracy or completeness of the information SA and/or Source(s) provides CO and CO agrees that they are responsible for their own independent due diligence on any Source(s) that they choose to do business with. CO releases SA, and its employees, of any and all liability. CO warrants and represents that all documents and information that it provides to SA and Source(s), shall be true and correct in all respects. CO shall indemnify, defend and save harmless SA, and its employees, from and against any and all claims and liability if; a) any documents or information provided by CO is not true and correct in all respects, or b) any wrongdoing on the part of CO. |
| 5. | In the event that CO enters into a transaction with a Source(s) (the "Transaction"), CO hereby irrevocably authorizes such Source to provide SA with full disclosure of each Transaction between CO and Source. Furthermore, CO agrees to promptly provide SA with full disclosure of each Transaction between CO and Source. CO agrees that any agreement entered into between CO and Source shall contain the following provision: All funds paid to Seller from Buyer shall be paid through Seller's attorney's ("Attorney") escrow account. Buyer and Seller hereby irrevocably authorizes Attorney to, at Closing, pay all fees owed to SA in connection with this Transaction, with no offset, from the proceeds being held in escrow. |
| 6. | SA earns its income by the development of relationships therefore it is agreed by CO that on every Transaction between CO and Source(s) for a term of 36 months from the date of this Agreement that CO shall only close said Transaction if SA is paid its Fee. Furthermore, if CO enters into a Transaction with a Source(s), OTHER than a deal SA introduced, CO shall pay SA compensation of 10% of the value of said Transaction. Likewise, CO cannot refer the Source(s) to another person or company, except through SA. This agreement shall survive in the event CO merges with another entity. |
| 7. | All information concerning the marketing methods, the business model, financial information, customer & vendor contacts, employee and or sub contractors, technologies, know-how, trade secrets, R&D, product specs, of the Source(s), that is not generally known to the public, is Proprietary Information. All the Proprietary Information furnished by SA or Source(s) to CO will be confidential. CO will not disclose, reveal, use or benefit from any Proprietary Information for so long as it is Proprietary Information. CO shall take appropriate action by instruction or agreement with its employees or advisors having access to Proprietary Information and shall safeguard Proprietary Information with the same degree of care used to safeguard its own similar information. CO shall not disclose the existence of the discussions with Source(s). If CO does not wish to pursue the proposed relationship; CO will return to SA all Proprietary Information without keeping copies of it. CO shall be responsible for any damages incurred by SA or Source(s) as a result of CO breach of any part of this Agreement. SA may assign enforcement rights of this section to Source without losing rights itself. |
| 8. | This Agreement shall be fairly interpreted without regard to any principal of construction against the drafting party. This Agreement is legally binding upon the parties, their representatives, successors and assigns. If any part of this Agreement is found to be not enforceable by law, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void part(s) initial intentions were interpreted to an extent that is enforceable by law. By signing below the parties acknowledge they are authorized by the entities they represent to enter into this Agreement. This Agreement is deemed entered into and enforceable by both suit for damages and injunctive relief in Camden County, New Jersey. The prevailing party shall be entitled to reasonable attorney's fees and costs of suit. A faxed signature shall have the same legal effect as an original and shall be deemed an original document. |
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Buyer
Qualification
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Selby Associates prepares Seller Memorandums
on the companies (Sources) that we represent. These Memorandums contain
confidential information. Prior to disclosing the Memorandum we REQUIRE
some basic information about the person(s) to whom we are disclosing information.
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Thank you
for completing this. Please print, using the print button on your browser,
sign then fax to 856.424.6228
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