Fill and Sign the Confidentiality Agreement Related to Proposed Purchase Form

Confidentiality AgreementPage 1 of 3 Confidentiality Agreement Related to Proposed Purchase of Corporate Business through Purchase of StockAgreement made on the day of , 20 , between , a corporation organized and existing under the laws of the (Name of Corporation) state of , with its principal office located at , (Name of State) (Street Address) , referred to herein as the Company, with regard to the (City, County, State, Zip Code) possible acquisition of the stock of , a corporation (Name of Seller) organized and existing under the laws of the state of , with its principal (Name of State) office located at , referred to herein as Seller. (Street Address, City, County, State, Zip Code) Whereas, the Company desires to obtain certain confidential and proprietary information of the Seller for the sole purpose of examining the information and determining the feasibility of an acquisition of the stock of the Seller; andWhereas, the Seller is willing to provide such confidential and proprietary information to the Company for the limited purpose and under the terms and conditions set forth in this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1.Confidential information as used in this Agreement shall include any and all written and verbal information provided by the Seller in connection with this Agreement except information which:A. Is made freely available by the Seller to its customers or is published or otherwise made available to the public through sources entitled to disclose the same;B. Is or becomes known to the public through no fault of the Company;C. Is known to the Company prior to its receipt under this Agreement, as shown by the Company's written records;D. Becomes known to the Company through disclosures by a third party entitled to disclose it; orE. Is developed by or for the Company independently of any disclosure under this Agreement. 2. Acknowledgment. The Company acknowledges the representations of the Seller that Confidentiality AgreementPage 2 of 3confidential information is proprietary and valuable to the Seller and that any disclosure or unauthorized use of the information may cause irreparable harm and loss to the Seller. 3. Obligations of the Company. In consideration of the disclosure to the Company of confidential information, the Company agrees to receive and to treat confidential information on a confidential and restricted basis and to undertake the following additional obligations: A. To use confidential information for the sole purpose of evaluating the feasibility of an acquisition of the Seller by the Company.B. Not to duplicate, in whole or in part, any confidential information.C. Not to disclose confidential information to any entity, individual, corporation, partnership, sole proprietorship, customer or client without the prior express written consent of the Seller; except to those parties listed below, who have acknowledged this Agreement by their respective signatures.D. To return all confidential information to the Seller upon request and to destroy any additional notes or records made from such confidential information.The standard of care to be used by the Company in the performance of its obligations set forth in this Agreement shall be the standard of care used by the Company in treating the Company's own information which it does not wish disclosed outside of the Company. 4.Survival. The restrictions and obligations of Section 3 of this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind the Company, its successors and assigns.5.Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 6.No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.7. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) 8.Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. Confidentiality AgreementPage 3 of 39. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.10. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11.Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.12.Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.13.Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.14.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.15.Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.WITNESS our signatures as of the day and date first above stated. (Name of Company) (Name of Seller) By: By: (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) (Signature of Officer) (Signature of Officer)