This is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the Province of Ontario, Canada as applicable to contracts to be performed therein.
Itai Hammer, International Realty Firm Inc. (“Sales representative”) is in possession of confidential information regarding the investment properties/business to be described above (“Property” and/or the “business”) provided by the seller of the Property (“Seller”). Undersigned parties (hereinafter “Buyer” and/or “Consultant”) acknowledge their desire to receive from Sales Representative any and all information pertaining to the Business, Property, and the Transaction (“Confidential Information”). In consideration of good and valuable services provided by the Sales representative and confidential and valuable information provided, in good faith, by Seller, the Buyer agrees to the following:
KEEP INFORMATION CONFIDENTIAL
Buyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that the Property is for sale; financial details; identity of suppliers and customers; and any other disclosed information not generally known by public. Buyer and Buyer’s Sales Representative agree not to disclose Confidential Information to anyone other than his/her advisors and affiliates who have agreed to be bound by the same confidentially. Buyer agrees that all copies of materials and data provided shall be confidential and shall be returned to Sales Representative if Buyer decides not to pursue purchase of Business.
DIRECT ALL CONTACT THROUGH SALES REPRESENTATIVE
With regard to the disclosed Property, neither Buyer nor Buyer’s Sales Representative will contact the Business owner, landlords, employees, suppliers or customers except through Sales Representative. All correspondence, inquiries, offers to purchase, and negotiations relating to the purchase or lease of Property presented by Sales Representative will be conducted exclusively through Sales Representative.
USE INFORMATION FOR EVALUATION PURPOSE ONLY
Buyer agrees to use Confidential Information solely to evaluate Property for purchase and not for any other purposes whatsoever. the Buyer cannot use the Confidential Information for any purpose other than evaluating the Property, even if they do not purchase the Property.
DO NOT CIRCUMVENT SELLER AND/OR SALES REPRESENTATIVE(S)
Buyer herein agrees not to circumvent Seller and/or Sales Representative(s) by obtaining property leases, customers, employees, vendors, or any portion of Businesses using knowledge gained through Sales Representatives. Buyer will not circumvent Sales Representative(s) nor interfere with Seller’s contractual obligations to Sales Representative(s) if entering a transaction with Seller which would reasonable be construed as a sale or transfer of interest, in whole or in part, in a Business/Property represented by Sales Representative(s). If Buyer should circumvent Sales Representative(s) and effect any such transaction with Seller within TWO (2) years after the date of signing below, the Buyer shall immediately become liable for the full commission specified by Sales Representative(s). Buyer also agrees not to solicit or entice employees of Business for two years after the date hereof.
CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER
All information about the Property is provided by the Seller and is not verified by Sales Representative(s). Buyer understands that purchasing a property represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify said information prior to consummating an agreement to purchase any property. Buyer will not rely solely on the unverified information provided by Sales Representative(s). Seller is the source of all representations made about the Property. Sales Representative(s) cannot verify the accuracy of said information and makes no warranty of guarantee, expressed or implied, as to the accuracy of such information.
PROVIDE EVIDENCE OF FINANCIAL ABILITY
Should Buyer enter into an agreement to purchase a Property, Buyer will be required to provide a financial statement, as well as a personal and Business history, and Buyer authorizes the Seller to obtain through, standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents.
Seller and Business/Property are intended third party beneficiaries of Buyer’s and Buyer’s Sales Representative(s) agreements and covenants herein. Buyer and Buyer’s Sales Representative each acknowledge and agree that any breach of their obligations hereunder will cause Seller and Business irreparable harm for which Seller and Business have no adequate remedy at law, and that Seller and Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms.
Sales Representative(s) are the Sales Representative(s) for the Seller and/or Buyer. If a Buyer is unrepresented, the Sales Representative(s) may also represent the Buyer as a Dual Agent. If the Buyer is represented by a Sales Representative(s), Buyer’s Sales Representative/Agent shall be disclosed below and be a party to this Agreement. All fees to be paid to Sales Representative(s) by Seller upon sale, trade, lease, or transfer of Seller’s Property. In any action or proceeding, whether resulting in litigation, between any of the parties hereto or the intended beneficiaries hereof to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorney’s fees, expenses and court costs.
We, the undersigned, understand and agree that this agreement is legally binding upon us, and all our Sales Representatives involved in the analysis and evaluation of disclosed information. We understand that Seller and/or Sales Representative(s) have the right to seek all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein.
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