Confidentiality Agreement for Targeted Business

 THIS AGREEMENT was entered into on this   day of  , 2013

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  , herein referred to as the “Consultant” for the following Targeted Business:  

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:

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.

7. 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.
8. 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..
9. 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.
10. 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.
11. 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.

12. The Persons signing on behalf of Client represent that they have the authority to bind the parties for whom they sign.
13. 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.
14. 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.
15. Fee Agreement:
    Client is responsible of direct compensation of 3% of Real Estate Negotiated Price or mutually agreed flat fee of $10,000 for Business only purchase and $20,000 for the Purchase of Business as well as Real Estate. This is agreed that following expenses are included in the fee:-
    a) Closing Cost excluding Taxes and Recording Fee.
    b) Title Search>
    c) Background Investigations
    d) Business and Real Estate evaluation and broker appraisals>
    e) Unlimited Attorney Consultations, contract reviews and preparations.
    f) Out of Home town upto 500 miles traveling is covered in the fee agreement. Extended traveling out of home towns will be charged @$1.00 per mile. Dayton, Cincinnati, Columbus are considered Home towns.