Business Acquisition NDA
Purchaser-Non-Disclosure / Non-Circumvention Agreement

WHEREAS, in consideration of Sage Capital Real Estate disclosing the name and location of a business (“Business”) concerning its possible sale to perspective purchaser (“Purchaser”) as well as other relevant evaluation information and materials relating to said business, and

WHERAS, Purchaser acknowledges that such information by Sage Capital or the Business owner is confidential and that disclosure to other parties than Purchaser’s financial and legal advisors solely for the purpose of determining whether Purchaser wishes to make a proposal for the acquisition of the Business may be damaging to the Business and its owners.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, Purchaser agrees as follows:

1. Purchaser will not disclose any evaluation information and materials it may receive from Sage Capital or the Business owner concerning said business to any third person, (except for Purchaser’s legal and financial advisors for purpose of
securing their recommendations concerning the acquisition of said Business).

2. That Purchaser and its legal and financial advisors shall not contact the owner of the Business, or its employees, suppliers, or customers except through Sage Capital.

3. Purchaser acknowledges that Sage Capital is working as the seller directs as an intermediary between buyer and seller. Individual representation will be with individual attorneys. Any additional advisors or agents need to be approved before disclosing confidential information. Neither the Purchaser nor its legal advisors shall attempt to circumvent or interfere with the Sage Capital contract with the owner of the Business or Sage Capital’s right to a fee from owner pursuant to said contract.

4. Purchaser acknowledges that any information and materials it receives from Sage Capital, or the owner requires
independent verification by Purchaser and that Sage Capital makes no representation or warranty to the accuracy of such information.

5. Facsimile/Email signatures shall be accepted in lieu of original signatures.

6. Purchaser agrees that if Purchaser or Purchaser’s advisors discloses or otherwise mishandles Seller’s confidential and/or proprietary information or trade secrets supplied to Purchaser, Seller will be damaged thereby. Purchaser agrees that, in the event of such breach of confidentiality or disclosure of trade secrets by Purchaser, Purchaser will pay to Seller as damages an amount of money necessary to fully compensate Seller for the breach of this agreement.

7. Purchaser agrees that if Purchaser circumvents Broker in the purchase of the business listed herein, Purchaser will pay broker as damages the full commission provided in the Listing Agreement between Seller & Broker.