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Confidentiality Agreement for Targeted Business
THIS AGREEMENT was entered into on this___
day of_____, 2012
By and between:
Client
(Buyer) Prospect:_____________________________________
Address:
_________________________________________________
Phone
Number________________ Cell Number__________________
Fax
Number _________________ Email
________________________
hereinafter
referred to as the “Client”, and igsoa (a division
of Ohio Petroleum), represented by Habib R. Shah Licensed in the
State of Ohio, herein
referred to as the “Consultant” for the following Targeted Business:
Confidentiality
Agreement for Targeted Business & Fee Agreement
CLIENT HAS REQUESTED certain information concerning Property,
hereinafter “Information”, from Listing Broker for the purpose of
evaluating a possible acquisition of the Property.
Owner reserves the right to deliver Information, much of which is
highly confidential, only to those potential purchasers who sign this
Agreement.
The parties agree, in
consideration of the covenants and agreements contained herein, as
follows:
- Client will not disclose, permit the disclosure of,
nor release, disseminate or transfer any information obtained
hereunder (“Information”) to any other person or entity, except
to those of its agents, representatives and employees who need to
know the Information, and who are informed by Client of the
confidential nature of the Information, and agree to be bound by the
terms of this Agreement.
- All information shall be used for the sole purpose
of evaluating the potential acquisition of the Property, and it
shall not at any time, or in any manner, be used for any other
purpose.
- Client
agrees that it will make no copies of the Information, and that the
Information will be kept confidential and will not be disseminated
in written or oral form to any third party without Consultant's or
Owner’s prior written consent, which may be granted or denied at
their sole discretion following Client’s disclosure to Consultant
of the name of the proposed recipient.
- Client shall not contact directly any persons
concerning the Property, other than Consultant, without
Consultant’s written permission.
Such persons include, without limitation, Owner’s
employees, suppliers and tenants.
- Further, Purchaser and its agents, representatives
and employees will not volunteer, or disclose in any way, to any
person or entity, including tenants or prospective tenants of the
property or any competing properties:
a. that the information has been made available,
b. any notes or summaries of the information,
c. the fact that the Property may be for sale,
d. that discussions or negotiations are taking place or will take place, or
e. any of the terms or conditions or other facts concerning a
possible acquisition of the Property.
6.
If
Client is a corporation, partnership, limited liability company or other
non-natural legal entity, the person (s) signing this Agreement on its
behalf will take all appropriate precautions to limit the dissemination
of the Information as described above.
This Agreement shall be binding upon their respective successors,
assigns, heirs and legal representatives, including, without limitation,
any corporation or other business entity with which the Client may merge
or consolidate or to which they may transfer substantially all of its
assets or enter into an acquisition or reorganization transaction.
- Client acknowledges that its agents, representatives
and employees shall be bound by this Agreement, and any breach
thereby shall be deemed a breach by Client.
- This Agreement applies to all Information received
from Consultant, now or in the future, which is not readily
available to the general public.
Client understands that all information shall be deemed
confidential, valuable and proprietary such that its unauthorized
disclosure, even without intent to harm, could cause substantial and
irreparable harm to Owner, Broker and Consultants..
- In the event of any breach or threatened breach of
this Agreement, Consultant and Owner shall have the right and remedy
to institute proceedings to obtain immediate injunctive relief,
since such breach or threatened breach may cause irreparable damage
to Owner and Consultant, for which monetary damages would not
provide an adequate remedy. Nothing
in this agreement shall be construed to limit other remedies
available to Consultant and Owner, and the breaching party shall be
liable for all costs of enforcement of the terms of this Agreement,
including, without limitation, court costs and reasonable
attorney’s fees.
- Client acknowledges that it is a principal and not
an agent on behalf of any other party in conjunction with the
purchase of the Property (except Advisors working on behalf of their
pension fund clients). Client
acknowledges that it is not working with any other broker,
consultant or agent other than the Consultant named in paragraph 14
below in connection with the property.
- Neither
Consultant nor Owner/Broker makes any representations or warranty,
express or implied, as to the accuracy or completeness of any
Information provided by them. Client
assumes full and complete responsibility for reconfirmation and
verification of all Information received and expressly waives all
rights of recourse against Owner, Broker and Consultant with respect
to the same, and agrees to hold Consultant and Owner/Broker
harmless from any and all claims arising out of delivery of the
Information to Client.
- The Persons signing on behalf of Client represent
that they have the authority to bind the parties for whom they sign.
- This Agreement shall be governed and construed in
accordance with the laws of the State of Ohio, with venue
exclusively in the state court in Montgomery County.
- Client,
jointly and severally, indemnify Consultant and Owner/broker against
any fee claims by any broker. Client
further acknowledges that Consultant will not pay a commission to
anyone who is, acts as, or has an interest of any kind or nature
whatsoever, whether contingent or vested, direct or indirect, oral
or written, in the Client, and further acknowledges that in this
contemplated transaction, the Consultant is acting as the agent of
the Client and, in the event of a sale or lease of the Property,
shall be paid a fee based on a prior agreement between the Client
and the Consultant.
- Fee
Agreement
Client is responsible of direct compensation @3% of Real
Estate Negotiated price of mutually agreed flat fee @$5,000 for
Business only Purchase and $20,000 for the Purchase of Business as
well as Real Estate.
- Closing
Cost & Attorney Expenses
Its is agreed that igsoa will pay all the closing costs
excluding Real Estate Taxes, Liens and outstanding payments due on
Business or Real Estate. Following items are covered in Closing
Cost:-
a) Title Search
b) Business and Real Estate evaluation and appraisals done by
Broker.
c) Background investigations
d) Financial Data audit by Registered CPA "Auditors"
e) Unlimited Contract review and preparation by the Attorney.
f) Unlimited consultations with the attorney.
g) Traveling up to 500 miles is covered under this fee agreement.
Extended Traveling will be charged @$1.00 per mile after 500 miles
or over 12 hours out of town driving time. Home towns are Dayton,
Cincinnati and Columbus.
Client Signature_____________________________________
Print Name ________________________________________
(Accepted BY) Consultant Signature:
___________________
Dated: ___________________
CONSULTANTS
Independent
Gas Station Owners Association (igsoa)
(an associate of)
Ohio Petroleum Organization
P.O. Box 750575
Dayton, OH 45475
Tel:
(937) 470-6660
Fax: (937) 435-5556
email: habib@igsoa.net
website:
www.igsoa.net
www.ohiopetroleum.net
www.swairah.com
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