THIS AGREEMENT is made and entered into between the undersigned individually and on behalf of undersigned's business entity, its officers, directors, partners, shareholders, employees, agents and advisors (collectively "Buyer") and Front Range Business, Inc., a Colorado corporation ("FRB") for the benefit of FRB and any business entity presented by FRB as an acquisition candidate ("Seller").
WHEREAS Buyer may request information from FRB and a Seller for the purposes of investigating a possible acquisition through the purchase or transfer of assets, stock, partnership interests or otherwise, merger or joint venture involving all or part of the business interests owned by a Seller ("Transaction"). Therefore, in consideration of the mutual promises and covenants contained herein, and to induce the release of information by Seller and FRB, Buyer agrees as follows:
1. Buyer will not disclose any information about any Seller, whether obtained from FRB or elsewhere in the course of its investigations of the business interests of a Seller, to any person, organization, broker, intermediary, lending institution, prospective equity partner, or make known by disclosure or confirmation that Seller or any portion of its assets or ownership interests are for sale without specific prior written authorization by FRB.
2. Buyer shall not contact any Seller, its banker, accountant, attorney, employees, suppliers, competitors, customers or others who might have information concerning Seller for any purpose whatsoever (including the hiring of Seller's employees) without specific prior written authorization by FRB. The existence, extent and nature of this Agreement shall be fully disclosed to all individuals at such time they receive information hereunder and who shall thereafter be equally bound by the provisions hereof.
3. This Agreement applies to all information received by Buyer from or on behalf of a Seller at any time, which is not available to the general public. All information provided pursuant to this Agreement shall be deemed confidential and valuable and constitutes the proprietary trade secrets of Seller. Unauthorized disclosure of said information, even without intent to harm, shall cause substantial and irreparable damage to FRB and Seller. All information provided to Buyer shall be used for the sole purposes set forth hereinabove and shall not at any time, or in any manner, be utilized for any other purpose. At such time as its review and investigation of Seller are completed, or upon written request of FRB, Buyer shall promptly return all information, in whatever form, without retaining copies, summaries or extracts thereof.
4. Neither FRB nor Seller makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any information provided to Buyer under this Agreement. Any and all representations and warranties shall be made solely by Seller in a signed acquisition agreement and then be subject to the provisions thereof. Buyer assumes full responsibility for its reliance upon such information and expressly waives all rights of recourse, if any, against FRB for Buyer's reliance thereon.
5. In the event of a dispute among the parties hereto, the prevailing party, in addition to the award of damages or any other remedy (including, as necessary, to ensure the confidentiality of Seller's information and trade secrets, injunctive relief), shall be entitled to recover its attorney fees and other reasonable costs incurred in enforcing this Agreement.
6. Buyer understands and agrees Seller is an intended third party beneficiary of this Agreement and as such is entitled to enforce any breach hereof in Seller's own name. Buyer understands and agrees it will not knowingly take any action such as will interfere with or adversely affect the rights of FRB and/or Seller under any fee (or compensation) or other agreements. Buyer agrees that if it violates the provisions of this Agreement and completes a Transaction with a Seller, Buyer shall be jointly and severally liable with such Seller for any uncollected fees due to FRB from such Seller.
7. The respective obligations of the parties under this Agreement shall survive for a period of two (2) years following the date hereof. Buyer, in executing this Agreement, acknowledges FRB is acting solely and exclusively as an agent for Seller and therefore owes Seller its undivided loyalty, confidentiality and full disclosure.
I have read, and agree, and accept the terms of this Confidentiality Agreement, and further certify that the information in the Confidential Customer Profile form is accurate as of the date of this document and I authorize FRB to verify such information through such reference and background checks as its Seller may require.