Agreement
Confidentiality and Non-Circumvention Agreement
Various Sellers have provided confidential information to ______________________________ (the “Broker”) for
the intent of marketing, buying, and/or selling their business, personal property, real estate, and/or assets. In
consideration of the disclosure of certain confidential information, _____________________________ (“Prospect”)
hereby understands and agrees to the following:
1. Prospect agrees to keep all Confidential Information in the strictest confidence and will not disclose the
same to third parties except as hereinafter provided. The term “Confidential Information” includes any and all
information provided to Prospect by Seller or Broker regarding the operations, interests, financial performance,
and/or assets of Seller, and includes information provided through discussion of the operations, interests, financial
performance, and/or assets of Seller.
2. Prospect agrees not to disclose any confidential information to any other person who has not also signed
this Agreement except to secure the advice and recommendations of those professionals who constitute Prospect’s
business advisors and lending institutions who will be directly involved in evaluating the operations, interests,
and/or assets of Seller for or on behalf of Prospect. In sharing Confidential Information with said professionals,
Prospect agrees to prohibit disclosure of the same by those professionals to any third parties and assumes direct
responsibility for enforcing such prohibition and for any breach thereof. Any information which is disclosed
pursuant to this agreement shall remain completely confidential until the sooner of: (a) the public disclosure of said
information by the party to which the information belongs, or (b) any applicable limitation set forth by law.
3. Prospect agrees it will not in any way contact the landlords, employees, suppliers, customers, or any other
person or entity associated with the Seller without the Seller’s prior consent. Any information obtained by Prospect
through such authorized contact shall be considered Confidential Information and treated as stated herein. Prospect
agrees it will not make copies of any Confidential Information provided herein except with written authorization
from Seller. Prospect will immediately notify Broker of any unauthorized releases of Confidential Information.
Broker makes no warranty, express or implied, as to the accuracy of said Confidential Information and is not
responsible for the same. Prospect, therefore, agrees to hold Broker harmless for any inaccuracies in such
Confidential Information and is not responsible for the same. Prospect, therefore, agrees to hold Broker harmless for
any inaccuracies in such Confidential Information, or for any incompleteness in the same which operates to the
detriment of Prospect. It is the responsibility of the Prospect to determine the accuracy, or lack thereof, of any
Confidential Information provided.
4. Prospect agrees not to use Confidential Information received to its advantage by directly or indirectly
competing with Seller. In the event Prospect determines not to purchase the business operations, interests, and/or
assets of Seller, all Confidential Information shall be surrendered to Broker upon written request and Prospect will
not use, disclose, or disseminate any of said Confidential Information thereafter.
5. Prospect agrees and acknowledges that any breach of this agreement would cause irreparable harm to Seller
for which damages will be difficult to ascertain. Therefore, in addition to all available remedies of the law, Seller
shall be entitled to equitable relief. Seller and/or Broker shall be entitled to recover from Prospect attorney fees and
costs associated with enforcing this agreement.
6. The Prospect hereby further agrees not to circumvent Broker or directly contact, negotiate, or enter into an
agreement to acquire property or assets of Seller without working through Broker. Prospect acknowledges that
Broker is entitled to equitable compensation for its services and breach of this agreement could compromise
Broker’s ability to collect compensation from Seller. Therefore, in addition to all available remedies of the law,
Broker shall be entitled to equitable relief including a fee equal to 10% of the purchase price in the event of said
breach by Prospect.
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KW South Valley Keller Williams
7. Upon signing this agreement, Broker will provide Prospect information on one or multiple properties
and/or businesses. This agreement shall be fully applicable and in force for any business, real estate, and/or assets
presented to Prospect by Broker for a period equaling the longest term authorized by state law wherein the
Prospect’s services and efforts are being contracted for, but in no event will this agreement be for less than one (1)
year from the greater of (i) the date of this agreement or (ii) for as long as Broker is entitled to earn a commission
from Seller, whichever is less. This agreement shall survive the closing or sale of any business, real estate, and/or
assets offered to Prospect, and shall be binding on Prospect’s heirs, successors and/or assigns.
8. This agreement shall be governed by and is subject to the laws of the State of where the Property being
marketed is located, and/or where the Prospect’s services and efforts are being contracted for. If any provision is
found unenforceable or invalid there under it will not invalidate or render the remaining provisions unenforceable. I
acknowledge that I have read the Agreement carefully, fully understand it, and agree to it.
