Agreement and acknowledgment between Gulfstream Mergers & Acquisitions, Inc. (herein, referred to as GMA) and the undersigned, whose name and signature appears below. GMA will furnish to the undersigned individual and/or company (the “Receiving Party”), Confidential Information of companies for acquisition or merger (each, a “Seller”) solely for the purposes of determining whether or not to acquire all or part of the Seller presented by GMA. For the purposes of this agreement, “Confidential Information” shall mean any and all documents, information, and material of a Seller supplied to the Receiving Party, including but not limited to financial records, product information, market data, operating knowledge, intellectual property, proprietary information, trade secrets, customer information, ideas, plans, and processes. The Receiving Party agrees, on behalf of itself, its officers, directors, members, managers, employees, agents, and affiliates, to:
1. Hold all Confidential Information in trust and confidence and agrees that all such information shall be used only for the purposes stated herein. The Receiving Party further warrants and agrees to use the same efforts and employ the same policies to prevent disclosure of the Confidential Information as it would take to protect its own confidential and proprietary information, but in no event will that standard of care be less than that which is commercially reasonable.
2. Not to disclose any Confidential Information of the Seller(s) to anyone other than key advisors and financing sources for the sole purpose stated herein. Prior to Receiving Party’s disclosure to any such Key Advisor or financing source, it shall require same to sign a written non-disclosure agreement providing that such advisor or financing source shall adhere to the terms of this agreement.
3. Confidential Information does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure Receiving Party, (ii) was within Receiving Party’s possession prior to its being furnished to the Seller by or on behalf of GMA in connection with the Purpose, or (iii) becomes available to Receiving Party on a non-confidential basis from a source other than GMA or any of its representatives, or (iv) was independently developed by Receiving Party or its brokers, advisors, directors, employees, financing sources (“Key Advisors”) without using the Confidential Information.
4. Promptly return or destroy all information, faxes, and memoranda at the conclusion of discussions or upon written demand by GMA.
5. Not contact or engage in any discussions with respect to the transaction with any of Seller’s employees, customers, or suppliers/vendors, unless approved by Seller in writing.
6. Negotiate through GMA on all companies presented by them and not to circumvent any fee agreement between GMA and the Seller.
7. Acknowledge that in the event that Receiving Party breaches this agreement, Receiving Party may be held liable in a court of law for damages to the Seller and GMA.
8. Our financial disclosure: It is our office policy at GMA to compile pertinent and applicable financial information on each of our business listings. It is our desire that each company we represent be portrayed accurately in its current and recent financial history. We accomplish this by providing copies of financial records and documents that have been supplied to us by the Seller. We rarely have access to those original documents and therefore we rely upon the copies and other data supplied by the Seller. We therefore recommend that during the review of records period that follows the offer, all financial and other information be independently verified and reviewed by your retained accountant and/or attorneys. By signing this document, the Undersigned agrees that GMA shall not be held liable for any misstatements or errors in information received from Sellers.
9. Receiving Party acknowledges that other than the specific rights expressed and granted in this Agreement, no other rights, title, ownership, interests, licenses, copyrights, patents, trademarks, or trade secrets are transferred hereunder. Seller shall maintain full ownership interest in any Confidential Information exchanged hereunder.
10.This agreement shall be binding on all parties for eighteen months from the date of signing.