Sunbelt Canada Montreal Centre

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Non-Disclosure Agreement

Date: September 11, 2024

Dear Sirs:

  ("you") has been approached by the undersigned (the “Advisor” or "we") for the purpose of evaluating your interest in the possible acquisition (the "Transaction") of “ ” doing business as “” herein referred to as the “Target Company”.  Due to the competitive nature of the industry in which the Target Company operates, it is important that the identity of the Target Company not be disclosed by you without the Target Company’s or the Advisor’s prior written consent; provided, that the identity of the Target Company will be disclosed to you promptly after your execution of this letter agreement. 

In connection with the Transaction, the Advisor 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 affiliates or to your or your affiliates' directors, officers, advisors, potential debt financing sources or consultants (collectively, the “Representatives”) by or on behalf of the Target Company. All Documentation provided to you on or after the date hereof shall be considered to be Confidential Information, whether or not such Documentation is marked “confidential”.  Confidential Information includes the identity of the Target Company.
  2. Your obligations under this Agreement do not extend to information that is: (a) generally available to the public at the time of disclosure or subsequently becomes generally available to the public through a source other than you in breach of this Agreement; (b) discovered or created by you or your Representatives without use or reference to Confidential Information; (c) learned by you or your Representatives from a source other than from the Advisor or Advisor’s representatives or was within your or your Representatives' possession prior to its being furnished to you by or on behalf of the Target Company, provided, in either case, that the source of such information was not known by you to be bound by a confidentiality agreement prohibiting disclosure of such information; or (d) is disclosed by you with Advisor’s  prior written approval.
  3. The Confidential Information will only be used by you and your Representatives for the purpose of evaluating, assisting or participating in the purchase of the Target Company and for no other purpose.
  4. 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 (except as expressly permitted herein). Moreover, you agree to transmit the Confidential Information only to those of your Representatives who you reasonably determine need to know the Confidential Information, who are informed by you of the confidential nature of the Confidential Information and who are directed to comply with the terms of this letter agreement.  You agree to be responsible for any breach of this letter agreement by any of your Representatives.
  5. Upon the request of the Advisor for any reason whatsoever, you will, and you will direct your Representatives to, promptly return to the Advisor or, at your election, destroy 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. Notwithstanding the foregoing, you and your Representatives may retain Confidential Information to the extent (i) it is "backed-up" on your or their respective electronic information management or communications systems or servers, (ii) retention is required by your or their respective record retention policies to comply with legal and/or regulatory requirements or process of law or (iii) it is embedded in board or committee minutes or related materials.
  6. 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 but excluding your Representatives) 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.
  7. 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.
  8. In the event that you or any of your Representatives is requested or required to disclose any of the Confidential Information pursuant to a legal proceeding (including by oral questions, interrogatories, requests for information or documents in such proceedings, subpoena, civil investigative demand or other similar process) or by applicable law, regulation or court or governmental order, you shall, if legally permissible, provide the Advisor with prompt written notice thereof so that the Target Company may, at its sole expense, seek a protective order or other appropriate remedy. In the event that such protective order or remedy is not obtained, you and your Representatives will furnish, without liability hereunder, only that portion of the Confidential Information which you are advised by legal counsel is legally required to be disclosed.
  9. You acknowledge and agree that the Target Company and the Advisor may not have an adequate remedy at law and may 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 Advisor may be entitled at law or in equity, the Target Company and/or the Advisor shall be entitled to seek injunctive relief to prevent any breach of this letter agreement and specifically to enforce the terms and provisions of this letter agreement.
  10. You will not assign, whether in whole or in part, any of your rights hereunder without the express prior written consent of the Advisor, which consent may be withheld at the sole discretion of the Advisor.
  11. No failure or delay by the Target Company or the Advisor or you 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.
  12. 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.
  13. This letter agreement shall expire two (2) years from the date hereof.
  14. You have requested that the present letter agreement be drawn up in English and, in the event of any conflict between the English version and the French version, the English version shall control. 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 September 11, 2024

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Signature Certificate
Document name: {{gravity-field-id-10}}
lock iconUnique Document ID: 8d993e580b137b23d3f480cef0c3a570fc32c656
Timestamp Audit
May 18, 2021 8:19 am GMT{{gravity-field-id-10}} Uploaded by Luc Provost - [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 20, 2021 8:54 am GMTSunbelt Canada Montreal Centre EN Parseur Account - [email protected] added by Gregory Kells - [email protected] as a CC'd Recipient Ip: 93.143.173.172
July 29, 2021 10:11 am GMTSunbelt Canada Montreal Centre EN Parseur Account - [email protected] added by Luc Provost - [email protected] as a CC'd Recipient Ip: 93.143.161.87
October 20, 2021 9:49 pm GMTSunbelt Canada Montreal Centre EN Parseur Account - [email protected] added by Luc Provost - [email protected] as a CC'd Recipient Ip: 93.141.137.11
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