Confidentiality & Non Disclosure Agreement Step 1 of 8 12% Emerald Coast Business Intermediaries CNDAEmerald Coast Business Brokers, LLC, a Florida limited liability company, dba Emerald Coast Business Intermediaries (“ECBI”), has entered into an agreement to confidentially market a business (the “Business”) owned by a seller (“Seller”) which requires ECBI to obtain (a) a Non Disclosure and Confidentiality Agreement with and (b) evidence of financial ability from every potential purchaser or lessee of the Business before disclosing the name and location of the Business and Seller. IN CONSIDERATION of the disclosure of confidential information related to Seller and the Business and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned potential purchaser (hereinafter “We”, “Our” or “Us”) agree to be bound by the following terms: WE ACKNOWLEDGE AND AGREE AS FOLLOWS: 1. Information provided on the Business by ECBI is sensitive and confidential and is the proprietary property of Seller and its disclosure to others would be damaging to the Business, to Seller and to ECBI's fiduciary relationship with Seller; 2. We will not disclose any Information regarding the Business or Seller to any other person who has not also signed and dated this Agreement ,except to secure their advice and counsel, in which case We agree to first obtain their consent to maintain such confidentiality. "Information" shall include the fact that the Business is for sale and also includes, but is not limited to, other data pertinent to the Business and the potential sale thereof. The term Information does not include any information that is, or becomes, generally available to the public or is already in Our possession; 3. All Information provided to Us will be returned to ECBI upon request and We will retain no copies, summaries, analyses or extracts thereof; 4. We will not contact or attempt to contact Seller, Seller’s employees, suppliers, or customers, directly or indirectly, except through ECBI. We will not use the Information to establish a competitive advantage over Seller or the Business, and We agree not to circumvent or disclose to any person or entity the contents of this Agreement, nor to contact any business source (whether a lender, agent, broker, associate, business affiliated with the Business, parallel company or other person or entity affiliated in any manner with the Business) for any reason, and to maintain complete confidentiality of the mechanics of any transactions conducted during the term of this Agreement; 5. All Information is provided by Seller and is not verified in any way by ECBI. ECBI is relying upon Seller for the accuracy and completeness of the Information, has no knowledge of the accuracy of the Information and makes no warranty, express or implied, regarding the Information. Prior to finalizing an agreement to purchase the Business, We agree to be solely responsible for making an independent verification of all Information. We further agree to indemnify and hold ECBI and its representatives harmless from any claims or damages resulting from use Our use of the Information, and will look only to Seller and to our own investigation of the Information; 6. ECBI does not give tax, accounting, or legal advice; 7. If We enter into an agreement to purchase the Business and in the event we request financing by Seller, We grant to Seller the right to obtain, through standard reporting agencies, financial and other credit information concerning Us or any entities We represent, and We understand that this information will be kept confidential by Seller and ECBI and will only be used to determine the feasibility of any transaction between Us and Seller. In the event We pay an earnest money deposit and cannot consummate the purchase of the Business through no fault of Our own, the earnest money deposit will be refunded in full LESS any amounts expended for an appraisal, credit report, U.C.C. filing search, or other expenses incurred and agreed to, or for services from which We derive a benefit. We further agree that if We should refuse to or delay completion of this transaction through no fault of Seller, the earnest money deposit will be forfeited; 8. All correspondence, inquiries, offers to purchase, and negotiations relating to the purchase or lease of the Business will be conducted exclusively through ECBI. 9. All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application or enforcement of this Agreement, including but not limited to breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration. Any dispute, claim, controversy, protest or disagreement arising out of any aspect of this Agreement, or any issue concerning any oral contract, or any issue concerning the arbitrability of this Agreement, upon the request of either party, shall be referred to a single arbiter agreed to by the parties or selected in accordance with the rules of the American Arbitration Association. The cost of arbitration shall be split equally between the parties and judgment upon the award shall be final and binding upon the parties and may be entered in any court having jurisdiction thereof. 10. Should the parties mutually agree in writing to forgo arbitration, We agree to submit to judicial process in any court located only in Okaloosa County, Florida. 11. We specifically agree that Seller has a vital interest in the provisions of this Agreement, and that Seller, as a third party beneficiary of this Agreement, has the right to enforce this Agreement according to its terms. Acceptance of Confidentiality & Non Disclosure Agreement* I have read and accept the Emerald Coast Business Intermediaries Non Disclosure Agreement & Confidentiality Agreement. All items with an asterisk require an entry or a numerical value. Date* Date Format: MM slash DD slash YYYY Buyer Name(s)* Name or general description of the Business Type* Location* Comments (Optional)Address* Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code Phone*Email Address* Will anyone else be actively involved in the acquisition?*Monetary expectations from the Business*Geographic area(s) you are interested in*Would you expect to devote full time to the business?*YesNoYour ECBI Intermediary*- Select One -Jeff MoodyDaniel HerringMichelle RoyceJim Hinds Buyer Disclosure Acknowledgement Agency Disclosure The buyer(s) acknowledges that Emerald Coast Business Brokers, LLC, a Florida limited liability company, dba Emerald Coast Business Intermediaries, referred to herein as “ECBI" is acting as agent of the seller and all fees due ECBI are, will be, the responsibility of the seller. Seller’s agent is an agent who acts under a listing agreement with the seller and acts as the agent to the seller only. A seller’s agent has affirmative obligations to the seller including the fiduciary duties of loyalty, obedience, disclosure, confidentiality, reasonable care, and diligence and accounting in dealing with the seller. In addition, a seller’s agent has affirmative obligations to the Buyer(s) and Seller of honest dealing and disclosure. Counsel Disclosure Buyer(s) are advised to seek counsel from an attorney, Certified Public Accountant and any other parties necessary to make an informed decision regarding the purchase of any business opportunity bought or sold through ECBI. Information Disclosure Buyer(s) acknowledges that all information and material on each business opportunity provided by ECBI has been provided by seller of the business. The seller believes the information to be true and accurate; however, accuracy is not guaranteed and all information should not be considered complete. While statements may be presented concerning a matter of opinion, whether or not identified, these are only statements of opinion. ECBI makes no representation or warranties, expressed or implied, regarding information provided to Buyer. Risk Disclosure Business opportunities by their very nature carry risk. Some of these risks include obsolescence or reduced demand for service or product, regulatory laws, ineffective management, changes in the local or national economic condition, and many others. Due to the risks inherent in business opportunities, buyer(s) could incur a loss, including, but not limited to, their entire investment. Buyer(s) acknowledge that they understand these risks and that ECBI cannot and does not in any way warrant or guarantee the future vitality or prospects of any business. Indemnification and Hold Harmless Disclosure Buyer(s) and Seller each acknowledge that neither ECBI, nor any of ECBI's agents, employees, officers, directors, shareholders, co-brokers, independent contractors and affiliates have made any representations or warranties regarding any fact regarding the business/stock being sold, any legal issues, aspect or ramification connected with the proposed purchase/sale, or any representation or warranty to either Buyer(s) or Seller concerning the financial condition, or any matter relating to either party. ECBI has made no independent investigation or verification of any representation, warranty, document, or piece of information presented by either party. Each party has either done its own, independent investigation with respect to such items or was advised by ECBI to do so. ECBI is hereby released, indemnified and held harmless by Seller(s) and/or Buyer(s) from and against any and all claims and damages of each kind attributable to the performance or non-performance of Seller and/or Buyer under any agreement connected with the sale/purchase of the business/stock described above. ECBI shall not be liable or responsible for, and are hereby indemnified and held harmless by Seller and/or Buyer(s) from and against any and all claims and damages of any kind relating to the above-referenced sale/purchase. Prospective Buyer(s)* Date* Date Format: MM slash DD slash YYYY Address* Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code Acceptance of Buyer Acknowledgment* By entering above information the prospective Buyer(s) acknowledge that they have read and understood the five disclosures (Agency, Information, Counsel and Risk, Indemnification and Hold Harmless Disclosure) stated above. Financial InformationName(s)* Street Address* Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code AssetsCash on Hand and in Banks*U.S. Government Securities*Account, Loans, and Notes Receivable*Cash surrender Value of Life Insurance*Value of Businesses owned*Other Stocks and Bonds*401K, IRA, or SEP IRA*In certain circumstances retirement accounts can be used toward the purchase of a business without taxes or penaltiesReal Estate*Household Furnishings and Personal Effects*Other Assetslist other assets with value as shown in exampleTotal Assets Liabilities and Net WorthNotes Payable*Liens on Real Estate*Other Liabilitieslist other liabilities with value as shown in exampleTotal Liabilities Net Worth Source of IncomeSalary*Dividends and Interest*Bonus and Commissions*Real Estate Income*Other Income*Total Income Have bankruptcy proceedings ever been instituted against you*YesNoDate When* Date Format: MM slash DD slash YYYY Name(s) The above person(s) certifies that this information was provided by him/her/they and are true and correct. 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