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Sunbelt Business Brokers

Bizcap Inc.

Buyer’s Confidential Disclosure Agreement

Confidentiality:

The undersigned prospective purchaser(s) ("Buyer") hereby requests confidential information, currently and from this time forward, on businesses represented by Sunbelt Business Brokers ("Sunbelt") for the sole purpose of considering a purchase of such businesses. Buyer hereby acknowledges that Sunbelt first provided such information to the Buyer. In consideration of Sunbelt having provided such information, the Buyer hereby agrees:

Not to use such information for any other purpose nor divulge such information to others, except to those of its employees and advisors who need to know such information for the said purpose and the Buyer warrants that such employees and advisors are obligated to and will maintain such information in confidence and such obligations shall survive the termination of the Buyer’s interest in the business opportunity; and
To conduct ALL further inquiries into the business opportunities presented exclusively through the offices of Sunbelt.

Initials(Required)

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 engagement 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.

Initials(Required)

Counsel Disclosure:

Buyers are advised to seek counsel from an attorney, accountant and any other parties necessary to make an informed decision regarding the purchase of any business bought or sold through Sunbelt.

Initials(Required)

Information Disclosure:

The 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. It is understood that money damages may not be a sufficient remedy for any breach of the Buyer’s obligation regarding confidentiality and it is hereby agreed that Sunbelt and the owners of the businesses will be entitled to specific performance and injunctive relief in addition to all other remedies available at law or equity as further remedies for any such breach. 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.

Initials(Required)

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.

Initials(Required)

Date

Prospective Buyer(Required)

First Last

Add one more Prospective Buyer

Date

Prospective Buyer

First Last

Date

Authorized Sunbelt Agent

First Last

Exhibit A

Understanding Dual Agency

THE AGENCY RELATIONSHIP

Business Brokers work within a legal relationship called agency. The agency relationship exists between you, the principal, and your Business Broker, the company under which the individual agent who is representing you is licensed with and working for.

The essence of the agency relationship is that the Broker has the authority to represent the principal, in dealings with others. Brokers and their Company are legally obligated to protect and promote the interests of their principals as they would their own.

Specifically, the Broker has the following duties:

Protect the principal’s negotiating position at all times, and disclose all known facts which may affect or influence the principal’s decision.
Broker has an obligation to the principal to:
a. Perform all assigned duties;
b. Undivided loyalty;
c. Protect principal;
d. Obey all lawful instructions given by the principal;
e. Maintain confidentiality;
f. Exercise reasonable care and skill in all dealings; and
g. Account for all money and property placed in a Broker’s hands while acting for the principal.

You, the client, can expect competent service from your Broker, knowing that the company is bound by ethics governed by the International Business Brokers Association, Ontario Real Estate Association, the Better Business Bureau, the Canadian Real Estate Association Code of Ethics, the National Equipment and Business Brokers Institute Code of Ethics, the Sunbelt Code of Ethics and the law, to be honest and thorough in representing a business entrusted for sale. Both buyer and seller can be represented by their own Brokers in a single transaction as in most real estate cases or as in most cases in business transactions where both the buyer and the seller are represented by a single Broker and or Company. This is called a Dual Agency Relationship.

UNDERSTANDING DUAL AGENCY

In a dual agency relationship, both parties consent, in writing, to this agency relationship. Such disclosure is required under the Real Estate and Business Brokers Act of Ontario.

This relationship involves the following obligations:

The Broker will deal with the buyer and the seller.
The Broker will have fiduciary duties to both the buyer and the seller.

The Broker will have a duty of disclosure

the Broker may disclose that the buyer is willing to pay a price or agree to terms other than those contained in the offer, or that the seller may be willing to accept a price or terms other than those published or contained in a counter offer;
the Broker may disclose the motivation of the buyer to buy or the seller to sell;
the Broker may disclose personal information about the Buyer or Seller to the other.
the Broker may disclose to the buyer defects about the physical condition of the business or property known to the Broker.

In summary, Dual Agency occurs when a Broker or Agent is representing both the buyer and the seller in the same transaction. The Broker or Agent has promised a duty of confidentiality, loyalty and full disclosure to both parties simultaneously.

Initials(Required)

Sunbelt Business Brokers

Bizcap Inc.

Buyer’s Confidential Disclosure Agreement

Sunbelt Business Brokers (“Sunbelt”) is not an agent for Franchisors or Business Opportunities (“Franchise”); nor, is Sunbelt an agent or representative of a Franchise Buyer. Sunbelt is only a referral source for a Franchise and does not perform due diligence on any franchise. Sunbelt advises all Buyers to seek appropriate legal, accounting and other professionals concerning any Franchise the Buyer is considering. Prior to purchasing a Franchise presented by Sunbelt, Buyer agrees to perform its own due diligence and rely solely on such due diligence independently of Sunbelt.
In consideration for receiving information supplied to Sunbelt by a Franchise, and for Sunbelt referring Buyer to the Franchise, Buyer agrees to hold Sunbelt harmless from all claims and damages of any kind resulting from Buyer’s purchase, transaction, business dealings, performance and/or non-performance of/or by any Franchise referred to Buyer by Sunbelt.
Buyer further acknowledges that agents for Sunbelt cannot and will not make earnings claims about a Franchise. Buyer will immediately notify Sunbelt, and its Franchise Sales Division (attn: Greg Kells, 2821 Riverside Drive, Ottawa, Canada K1V 4N8 via certified mail, should an earnings claim be made about a Franchise by Sunbelt.

I certify that the information provided on this form, to the best of my knowledge, to be correct and complete. I hereby authorize Sunbelt Business Brokers to make any necessary inquiry on the enclosed information and obtain credit reports, where necessary, provided they remain confidential and are only to be used for the analysis of purchasing a business.

Date

Buyer Name(Required)

First Last

Date

Buyer Name

First Last

NDA

Sunbelt Business Brokers

Buyer’s Confidential Disclosure Agreement

Confidentiality:

Agency Disclosure:

Counsel Disclosure:

Information Disclosure:

Risk Disclosure:

Exhibit A

Understanding Dual Agency

Sunbelt Business Brokers

Buyer’s Confidential Disclosure Agreement

Sunbelt Business Brokers

Buyer’s Questionnaire

Contact Information

Interest Information

Motivating Factor to Buy a Business:

Finance/Occupation:

Assets

Liabilities

Net Worth:(Total Assets less Total Liabilities)

Credit Check:

Franchising:

Background:

Other: