Sunbelt Canada Montreal West Island

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Non-Disclosure Agreement

Date: April 19, 2024
Authorized Sunbelt Agent:
Buyer's Name:

The undersigned prospective purchaser(s) ("Buyer") hereby requests confidential information, currently and from this time forward, on businesses represented by Courtiers D’affaires Sunbelt W.I. Inc.. ("Sunbelt"). Buyer hereby acknowledges that Sunbelt first provided such information to the Buyer. In consideration of Sunbelt having provided such information, the Buyer hereby agrees:

To conduct ALL further inquiries into the business opportunities exclusively through the offices of Sunbelt.

The Buyer acknowledges that all information and materials on each business opportunity provided by Sunbelt have been provided to Sunbelt by the 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 so identified, these are only statements of opinion. Sunbelt makes no representations or warranties, expressed or implied, regarding the information provided to Buyer.

Agency Disclosure

The Buyer acknowledges that Sunbelt represents the interests of the Seller and the Buyer, and there has been, and is dual agency. All fees due Sunbelt are, and will be, the responsibility of the Seller. Sunbelt , as an agent to the Seller, acts under a listing agreement with the Seller and has affirmative obligations to both Buyer and Seller including the fiduciary duties of loyalty, obedience, disclosure, confidentiality, reasonable care and diligence, and accounting in dealing with the Seller. In addition, Sunbelt has affirmative obligations to the Buyer and Seller of honest dealing and disclosure.

Counsel Disclosure

Buyers 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 Sunbelt.

Information Disclosure

Buyer acknowledges that all information and material on each business opportunity provided by Sunbelt has been provided to Sunbelt by the seller of the business for confidential use by the Buyer for the sole purpose of evaluating a business opportunity as a potential Buyer. The seller believes that 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 so identified, these are only statements of opinion. Sunbelt makes no representations or warranties, expressed or implied, regarding the information provided to Buyer.

Risk Disclosure

Business opportunities by their very nature carry risk including 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, a buyer could incur a loss, including but not limited to their entire investment. Buyer acknowledges that they understand these risks and that Sunbelt cannot and does not in any way warrant or guaranty the future vitality or prospects of any business.

All of the parties hereto declare that they have specifically requested that these presents be drafted and executed in the English Language; Toutes les parties présentes déclarent qu’elles ont spécifiquement demandé que les présentes soient rédigées et signées en anglais et par la présente confirment leur dite demande. This agreement shall be made in and construed in accordance with the laws of the province of Quebec, Canada.

By signing below the prospective Buyers acknowledge that they have read and understood the disclosures stated above.

RECEIPT OF A COPY AND ACCEPTANCE OF THE TERMS OF THIS ACKNOWLEDGEMENT AND AGREEMENT IS HEREBY ACKNOWLEDGED AND CONFIRMED.

Personal and confidential

Buyer/Consultant:
Buyer Company:

Dear Sirs/Mme:

You have been approached by the undersigned (the “Broker”) for the purpose of assisting it in the possible sale of () here referred to as the “Target Company”.  Due to the competitive nature of the industry in which the Target Company operates, its is important that the identity of the Target Company not be disclosed by you without the Target Company’s or the Broker’s prior written consent.

In connection with the Transaction, the Broker has agreed to provide you with certain information which is either non-public, confidential or proprietary in nature relating to the Target Company.  In consideration for the furnishing of the Confidential Information (as defined below) to you, we understand that you agree as follows:

  1. “Confidential Information” means all information, analysis, compilations, data, studies or other documents (collectively, the “Documentation”) prepared by or for the Target Company with respect to its business, operations and affairs furnished to you or, as applicable, to your directors, officers, advisors or consultants (collectively, the “Representatives”) by or on behalf of the Target Company. All Documentation provided to you shall be considered to be Confidential Information, whether or not such Documentation is marked “confidential”.  Confidential Information includes all Documentation previously provided to you with respect to the Target Company, as well as the identity of the Target Company.
  2. The Confidential Information will only be used by you and your Representatives for the purpose of assisting in the sale of the Target Company and for no other purpose.
  3. “Non Compete /non solicit” The Confidential information will only be used by you and your Representatives for the purpose of assisting or participating in the purchase of the Target Company and for no other purpose. The buyer will not , directly or indirectly ,whether as owner , shareholder (except to the extent of a less than 5 percent ownership interest of the outstanding shares of a publicly held corporation), director, agent, officer, employee, consultant, independent contractor or in any other capacity whatsoever, of a corporation, partnership or proprietorship:

Reveal  to any customers or clients of the Target Customer or to other parties in an country in the world for a period commencing on the date of the signature of this agreement and ending upon the third anniversary of this date, any information relating to the potential sale of the Target Company  

Approach any current suppliers of goods or services whether tangible or intangible for the purposes of replacing the target company in their relationship with any such supplier.

  1. The Confidential Information will be kept confidential by you and your Representatives and will not, without the prior written consent of the Target Company, be disclosed by you or your Representatives in any manner whatsoever. Moreover, you agree to transmit the Confidential Information only to those of your Representatives who need to know the Confidential Information, who are informed by you of the confidential nature of the Confidential Information and who agree to be bound by the terms of this letter agreement.  You agree to be responsible for any breach of this letter agreement by any of your Representatives.
  2. Upon the request of the undersigned for any reason whatsoever, you and your Representatives will promptly return to the undersigned all Confidential Information without retaining any copies thereof and any compilations or derivative materials shall be destroyed or permanently erased and not be used for any purpose.
  3. You will not, without the prior written consent of the Target Company, disclose or permit your Representatives to disclose to any person (including, without limitation, any client, customer or supplier of the Target Company) the fact that the Target Company may be for sale or that discussions have taken place or are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof.
  4. The Confidential Information to be provided to you hereunder is solely at the discretion of the Target Company and nothing in this letter agreement shall be construed so as to require the Target Company to disclose any particular piece of Documentation to you.
  5. In the event that you or anyone to whom you transmit the Confidential Information pursuant to this letter agreement become legally compelled to disclose any of the Confidential Information, you shall provide the undersigned with prompt written notice thereof so that the Target Company may seek a protective order or other appropriate remedy. In the event that such protective order or remedy is not obtained, you will furnish only that portion of the Confidential Information which you are advised in writing by legal counsel is legally required.
  6. You acknowledge and agree that the Target Company and the Broker would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in addition to any other remedy to which the Target Company or the Broker may be entitled at law or in equity, the Target Company and/or the Broker shall be entitled to injunctive relief to prevent any breach of this letter agreement and specifically to enforce the terms and provisions of this letter agreement, the whole without the necessity of proving actual damage or posting bond or security for costs.  You further agree not to contest any proceeding in which such injunctive relief is sought.
  7. You shall indemnify, defend and save harmless the Target Company and the Broker from and against any claims, actions or demands or any kind or nature whatsoever which the Target Company or the Broker may suffer or incur, or which may be brought against the Target Company or the Broker as a result of, in respect of or arising out of, any non-fulfillment of any term or provision of this letter agreement by you or your Representatives.
  8. You will not assign, whether in whole or in part, any of your rights hereunder without the express prior written consent of the Broker, which consent may be withheld at the sole discretion of the Broker.
  9. No failure or delay by the Target Company or the Broker in exercising any rights, powers or privileges under this letter agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any rights, powers or privileges under this letter agreement.
  10. This letter agreement shall be governed by the laws of the Province of Quebec. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of competent jurisdiction in the Province of Quebec in respect of any actions or proceedings relating in any way to this letter agreement and waives any objection to the venue of any proceedings relating to this letter agreement being in the courts of competent jurisdiction in the Province of Quebec, including the objection that any such proceeding has been brought in an inconvenient forum.
  11. This letter agreement shall expire two (2) years from the date hereof.
  12. You have requested that the present letter agreement be drawn up in English. Vous avez exigé que la présente convention soit rédigée en anglais.

This letter agreement replaces and supersedes all previous agreements, understandings and communications between us relating to the subject matter of this letter agreement.

Would you please indicate your acceptance of this letter agreement by signing this letter agreement in the space indicated below and returning same to the undersigned.

Yours truly,
Sunbelt Business Brokers

AGREED TO AND ACCEPTED this April 19, 2024

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Signature Certificate
Document name: {{gravity-field-id-10}}
lock iconUnique Document ID: 9b4fa86c53731616cfdd386ca2da5a6eacfdec72
Timestamp Audit
May 18, 2021 8:19 am GMT{{gravity-field-id-10}} Uploaded by Joseph (Joe) Harrel - [email protected] IP 93.141.137.11
May 18, 2021 8:46 am GMTSunbelt Canada Ottawa parseur - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 93.143.174.5
May 20, 2021 11:51 am GMTSunbelt Canada Ottawa Parseur Account - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 93.143.136.76
May 20, 2021 1:42 pm GMTSunbelt Canada Ottawa Parseur Account - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 93.143.136.76
May 20, 2021 1:46 pm GMTSunbelt Canada Ottawa Parseur Account - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 93.143.136.76
July 19, 2021 7:56 am GMTSunbelt Canada Ottawa EN Parseur Account - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 78.1.46.17
July 21, 2021 12:29 pm GMTSunbelt Canada Montreal West Island EN Parseur Account - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 78.1.40.246
July 29, 2021 10:35 am GMTSunbelt Canada Montreal West Island EN Parseur Account - [email protected] added by Joseph (Joe) Harrel - [email protected] as a CC'd Recipient Ip: 93.143.161.87
October 20, 2021 9:51 pm GMTSunbelt Canada Montreal West Island EN Parseur Account - [email protected] added by Joseph (Joe) Harrel - [email protected] as a CC'd Recipient Ip: 93.141.137.11
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