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    ​​​​​Patriot Business Advisors​​​​​​​​​
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    ​​​​​​​Confidentiality Agreement/Non-Disclosure Agreement​​​​​​​​​​​​​
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​​​​​     THIS AGREEMENT is made and entered into this ______ day of ______________, 20__ by and between  Patriot ​
​Business Advisors ("Company"), and _____________________________ (“Prospect”); collectively, the “Parties”​
​Prospect understands that the Company represents certain businesses (hereinafter “Clients”) who wish to sell their  ​
​business ( es) and the Company has an agreement with such Clients to be paid a fee based on any transaction with the ​
​Prospect.  The Prospect agrees not to attempt to circumvent this agreement in any way.  Company and Prospect desire to ​
​explore the possibility of the acquisition of Clients of the Company and, in the course of the Parties’ discussions and due ​
​diligence investigations, Company will disclose confidential and proprietary information, both of a financial and business ​
​nature regarding its Clients.  The confidential and proprietary information disclosed relates generally to the identity of ​
​businesses that are for sale, marketing, sales, billing, pricing, accounting, and other operations of the Clients, as well as ​
​other proprietary information including trade secrets of the Clients, all of which is designated "Subject Matter".  ​
​     In consideration of the mutual promises, terms and conditions, intending to be legally bound hereby, the Parties agree ​
​as follows:​
​1.          “Confidential Information" means information given by the Company which relates to the above-identified Subject ​
​Matter, including without limitation, financial information, business concepts and business plans (whether or not they ​
​include intellectual property rights), confidential ideas, trade secrets, software, processes, data, marketing and sales ​
​information, customer names, customer contacts, accounting and pricing information, or other business and/or related ​
​technical information, or which, although not related to such Subject Matter, is nevertheless disclosed. Confidential ​
​Information may be disclosed either orally, visually or in tangible form (whether by document, electronic media, or other ​
​form).  Even though Company or Clients may not mark, label or identify any of the above-described information as ​
​proprietary or confidential for purposes of this Agreement, it shall not affect its status as part of the Confidential Information ​
​protected by this Agreement.​
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​2.        Prospect shall hold and maintain the Confidential Information in strict confidence and shall   use such Confidential ​
​Information only for the purpose of assisting it in the assessment, determination, investigation and or negotiation of terms ​
​mutually agreeable for the acquisition of the Company’s Clients.  Prospect shall not reproduce such Confidential ​
​Information, or disclose any of such Confidential Information to any third party, or other person or business entity of any ​
​kind without prior written approval of the Company.  Prospect shall not approach, write to, discuss or have contact with the ​
​Client’s customers, vendors, employees or other agents. Prospect agrees that it shall not use the Confidential Information ​
​in any manner in any way inconsistent with the use and purpose described in this Agreement.​
​3.        All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Company.  All ​
​such information in tangible form shall be returned to the Company the sooner of  ten (10) days of  request, upon ​
​termination of this Agreement for any reason, or as soon as Prospect no longer has an interest in the Clients.​
​4.        Prospect acknowledges and agrees that the Confidential Information is unique and valuable and that disclosure or ​
​use of Confidential Information in breach of this Agreement will result in irreparable injury for which monetary damages ​
​alone would not be an adequate remedy.  Therefore, Prospect agrees that in the event of a breach or threatened breach of ​
​confidentiality, Company shall be entitled to specific performance, injunctive or other equitable relief, including, but not ​
​limited to, reasonable attorney's fees.  Any such relief shall be in addition to and not in lieu of any appropriate relief in the ​
​way of monetary damages.​
​5.        Prospect shall bear its own costs and expenses for conducting the due diligence investigation and negotiations ​
​undertaken herein, including but not limited to accounting, tax, and legal fees.  The Parties shall not be liable to each other ​
​for any such costs and expenses in the event an acquisition is not consummated.​
​6.        All obligations undertaken herein by the Parties shall survive termination of this agreement or the contemplated ​
​transaction between the Company’s Clients and the Prospect.​
​7.        Prospect understands that all Subject Matter and Confidential Information received by the Company has been given ​
​to the Company by the Clients and Company has done no due diligence ; therefore, no representation or warranty, ​
​expressed or implied, is given to the accuracy of such information by the Company.  The Prospect will perform its own due ​
​diligence and hold the Company harmless from any claims or obligations related to a transaction with one of the Company’​
​s Clients.  The Prospect understands that the Company represents its Clients.  The Prospect will not contact the Clients ​
​disclosed by the Company and will direct all negotiations, offers to purchase, letters of intent or other communication with ​
​the Clients through the Company.​
​8.        This Agreement (i) constitutes the entire understanding between the Parties concerning the Subject Matter and ​
​Confidential Information and supersedes any prior discussions between them; (ii) may not be amended or modified ​
​except by a written instrument signed by each of the Parties; (iii) shall be governed by the laws of the Commonwealth of ​
​Pennsylvania, (iv) the Parties agree to personal jurisdiction and venue in the Commonwealth of Pennsylvania; and (v) may ​
​be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the ​
​same instrument.​
​9.   The invalidity, illegality, or unenforceability of any obligation or provision under this agreement      shall not affect or ​
​impair the enforceability or legality of any remaining provision or obligation under this agreement.​
​10.    From time to time, the Prospect may be required to sign additional non-disclosure and/or confidentiality agreements.  ​
​In the event of a conflict between such additional documents, this agreement shall prevail.​
​11.    This also acknowledges that the undersigned has been advised that   Patriot Business Advisors is an agent for the ​
​seller(s) in this transaction.  I agree that should I buy, lease or come into possession of the  Business ( es) during the ​
​listing term or within one year from the date below, I will not interfere with   Patriot Business Advisors’ right to a fee under   ​
​Patriot Business Advisors’  agreement with the seller(s).​
​Each of the Parties has executed or caused this Agreement to be executed, as of the date first written above.​​
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