Non-Disclosure Agreement ("NDA")

IMPORTANT: This Agreement is dated and effective as of the date of submission, by and between Pensacola Business Brokers (“Broker”) and the individual submitting this form (“Prospect”).

IMPORTANT: By completing and submitting the web form, you (“Prospect”) agree to be bound by the terms and conditions outlined below.

Terms and Conditions

  1. Confidential Information: Prospect has or will receive certain confidential business information given by Seller or Broker regarding the Business for sale (“Confidential Information”). This information is sensitive and confidential, and its disclosure may be damaging to the Business and to Seller. Prospect agrees to treat as confidential all non-public information received from the Seller or Broker. This includes, but is not limited to, clients, business plans, financial information, and intellectual property.
  2. Information: Prospect acknowledges that Broker is acting as a conduit for information provided by the Seller and has not independently verified it. All information is the property of the Seller and must be returned upon request. Broker makes no representations or warranties regarding the accuracy of the information provided. Prospect agrees to independently verify all information and not to rely on information furnished by the Broker.
  3. Conduct: Prospect agrees that all communications concerning the Business will be conducted solely through Broker. Prospect agrees not to contact the Seller, its employees, suppliers, or landlord without the express written consent of Broker. Prospect shall be liable for Broker’s full compensation if Prospect interferes with Broker’s right to be paid its compensation.
  4. Representation & Advice: Prospect understands that Broker acts as a transaction broker as defined in Chapter 475.001 et., sec. Florida Statutes. Broker is not a single agent of the Seller or Prospect. Broker has advised Prospect to consult an attorney and/or CPA for assistance in reviewing and verifying information regarding the Business.
  5. Seller as Third Party Beneficiary: Prospect agrees that Seller has the right to protect the Confidential Information and enforce the terms of this NDA and shall be considered an intended third-party beneficiary.
  6. Prospect’s Warrants: Prospect warrants that they are not a competitor of the Business, are requesting information solely to evaluate a potential acquisition, are financially capable of purchasing the Business, and have no legal impediments that would prevent such a purchase.
  7. Procuring Cause: Prospect agrees that for two (2) years from the Effective Date, they will not deal directly with the Seller without the written consent of Broker. If Prospect or a related entity enters into a sale, purchase, or other financial arrangement with the Seller, Prospect shall be liable to Broker for damages, including the full compensation due.
  8. No Implied Waiver: Either party’s failure to insist upon strict performance of any term shall not be construed as a waiver of any subsequent failure to perform.
  9. Attorneys’ Fees: In the event of any litigation arising from this NDA, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs.
  10. Consent & Jurisdiction: This Agreement shall be governed by the laws of the State of Florida. The parties consent that Escambia County, Florida, shall be the sole and exclusive venue for all proceedings relating to this Agreement.
  11. Copies: An electronically transmitted copy of this Agreement shall be considered an original. You are encouraged to print or save a copy of this page for your records.
  12. Wire Transfers: Broker will never send wire instructions by electronic mail. Prospect agrees to verbally verify any account information directly from an Escrow Agent.

Electronic Signature and Agreement

MPORTANT: You understand and agree that your electronic signature, consisting of your name as typed into the form fields and the affirmative act of submitting this form, is the legal equivalent of your manual, handwritten signature on this Agreement. You consent to be legally bound by this Agreement’s terms and conditions.

IMPORTANT: By checking the box below and clicking the “Submit NDA” button, you, the “Prospect,” acknowledge that you have read, understood, and agree to be legally bound by all the terms and conditions of this Non-Disclosure Agreement.