Buy A Business

It is understood and agreed to that we the business, TwelveDawn (“Representative” herein), will provide disclosure of confidential information that must not be communicated to or shared with anyone other than the Representative, Seller and their financial and legal advisors. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, the following terms of this Non-Disclosure Agreement (NDA) are agreed to: - BUYER agrees that any and all information provided by the Representative to the BUYER is confidential and its disclosure to others may be damaging and detrimental to the business for which it was disclosed and the BUYER agrees to sign a Memo, Record of Showing or provide similar acknowledgement for every business disclosed by the Representative to the BUYER, providing proof that a business(es) was disclosed to the BUYER. - BUYER agrees not to provide information regarding a disclosed business to anyone except those who may be directly involved in a sale and their financial or legal advisors, or as ordered by law. - BUYER agrees not to contact the Seller(s) or anyone that is related to the business (including but not limited to suppliers and employees) without written permission from the Representative. - BUYER agrees that all requests or questions of the Seller will be done through the Representative unless otherwise agreed to by Seller. - BUYER agrees that he or she may be liable for the Representative’s fee paid by the Seller for any business disclosed to them by the Representative if either of the following conditions occurs: o BUYER purchases a business disclosed to them by the Representative without the involvement of Representative. o BUYER leases, manages or otherwise becomes involved with a business disclosed to them by the Representative. - BUYER agrees that he/she will be personally liable to pay Representative for the Representative’s fee paid by the Seller if BUYER does any act that results in harm to Seller’s business or Representative’s contract rights with the Seller. Such acts include but are not limited to BUYER making any information disclosed to them on a business public, thereby breaking the strict confidentiality of the transaction, or BUYER using any information provided by the Seller for their own personal gain other than purchasing Seller’s business or anything associated with said business. - BUYER understands that the Seller has supplied all information without the Representative’s confirmation of the information full validity, and it is the BUYER’S responsibility to confirm the accuracy of any and all information provided to the BUYER. - BUYER agrees to indemnify and hold the Representative and its agents harmless from any claims or damages which may occur from the inaccuracy or incompleteness of any information provided to the BUYER with respect to any business disclosed or purchased. - BUYER agrees and understands that Representative represents the Seller and his or her interests based on a contract with the Seller and that Representative has no contracted rights with BUYER. Be it understood that the Representative’s duty is limited only to negotiating the sale of the business at mutually agreed upon terms and conditions between BUYER and the Seller. The Representative’s compensation for representation will be received from the Seller unless other arrangements are made with the BUYER, in writing. The BUYER’s opt-in agreement and completion of confirmation code acknowledges a complete understanding of ALL terms contained in this agreement. It is agreed and understood that this NDA has neither time or geographic range limits.