Fill and Sign the Information Confidential Form 497329437

Agreement to Keep Presale Information Confidential Agreement made on the       day of       , 20       , between       of       , (Name of Prospective Purchaser) (Street Address, City, County, State, Zip Code) referred to herein as Purchaser, and       , of (Name of Prospective Seller)       , referred to herein as Seller. (Street Address, City, County, State, Zip Code) Whereas, Purchaser has expressed an interest in purchasing from Seller       , hereinafter called the Business ; and (Describe Business) Whereas, in connection with Purchaser's examination of the Business , Purchaser has requested that he be furnished with the following information from Seller:       ; and (Describe) Whereas, in connection with regard to said prospective purchase, Seller has requested that she be furnished with the following information from Purchaser:       ; and (Describe) Whereas, the information described above furnished by Seller to Purchaser and Purchaser to Seller is hereinafter called the Information ; I. Use of Information. A. Purchaser agrees that he will use the Information from Seller solely in connection with his examination of the Business and for no other purpose whatsoever. B. Seller agrees that she will use the Information from Purchaser solely in connection with her examination of the Purchaser’s ability to purchase and effectively run the Business and for no other purpose whatsoever. II. Confidentiality A. The Information supplied by Seller to Purchaser is and shall remain solely for Purchaser’s use in connection with his potential purchase of the Business. Accordingly, the Information shall remain strictly confidential and Purchaser shall not release or disclose such Information to any other person or entity without the prior written consent of Seller; B. The Information supplied by Purchaser to Seller is and shall remain solely for Seller’s use in connection with Purchaser’s potential purchase of the Business. Accordingly, the Information shall remain strictly confidential and Seller shall not Agreement to Keep Presale Information Confidential Page 1 of 4 release or disclose such information to any other person or entity without the prior written consent of Purchaser; III. Indemnification of the Parties A. Purchaser agrees to defend, indemnify and hold harmless Seller from and against all damages, losses, costs, expenses, and liabilities (including all attorney's fees and court costs incurred by Seller) arising out of or resulting from the failure of Purchaser to perform any of his obligations under the terms of this Agreement; B. Seller agrees to defend, indemnify and hold harmless Purchaser from and against all damages, losses, costs, expenses, and liabilities (including all attorney's fees and court costs incurred by Purchaser) arising out of or resulting from the failure of Seller to perform any of her obligations under the terms of this Agreement; IV. Consent to Disclose A. Notwithstanding the foregoing, Seller hereby consents to Purchaser disclosing the Information hereinafter described to the persons hereinafter described: 1.       , the (Name and Address) (e.g., accountant) for Purchaser, the following described Information:       ; (Describe) 2.       , the (Name and Address) (e.g., Banker or Financial Advisor) for Purchaser, the following described Information:       . (Describe) B. Notwithstanding the foregoing, Purchaser hereby consents to Seller disclosing the Information hereinafter described to the Persons hereinafter described: 1.       , the (Name and Address) (e.g., accountant) for Seller, the following described Information:       ; (Describe) 2.       , the (Name and Address) (e.g., Banker or Financial Advisor) for Seller, the following described Information:       . (Describe) . Agreement to Keep Presale Information Confidential Page 2 of 4 V. 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. VI. 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. VII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) VIII. 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. IX. 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. X. 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. XI. 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. XII. 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. XIII. 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. / / / / / / / / / Agreement to Keep Presale Information Confidential Page 3 of 4 WITNESS our signatures as of the day and date first above stated. (Signature of Seller) (Signature of Purchaser)             (P rinted Name of Seller) (P rinted Name of Purchaser) Agreement to Keep Presale Information Confidential Page 4 of 4