Non-Disclosure Agreement

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Do you agree to the following? CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality Agreement ("Agreement") is entered into this date by and between Jay Fenello, BizPlacements.com, LLC ("Broker") and the potential business purchaser described above ("Purchaser"). "Seller" shall refer to the owner(s) of any business offered for sale by or through Jay Fenello and the BizPlacements.com website. WHEREAS, Purchaser desires to obtain information from Broker regarding a presently undisclosed business ("Business") for the purposes of evaluating a possible acquisition, merger or financing, involving all or part of the business interests owned by Seller. WHEREAS, Broker has an obligation to the Seller to obtain a Non-Disclosure and Confidentiality Agreement and evidence of financial ability before disclosing certain Confidential Information regarding the Business. NOW THEREFORE, in recognition of the foregoing and in consideration of the following mutual covenants, Broker and Purchaser hereby agree that during the term of this Agreement and for a period of two (2) years following the disclosure of any Confidential Information hereunder, that: 1. The term "Confidential Information" shall mean any and all information regarding the identity of the Business, and any of the Business's customers, customer lists, products, technology, trade secrets, production, plans, designs, drawings, specifications, marketing, processes, methods, costs, prices, finances, management or personnel, plus any other information Seller treated as confidential which is obtained by or in the course of Purchaser’s investigation, observation, or evaluation of the Business. 2. Purchaser will maintain Confidential Information in strict confidence, and will not disclose it to any other person, except professional business advisors, partners, accountants, attorneys, etc. engaged to evaluate the business for the limited purpose of advising Purchaser. In the event of such permitted disclosure, Purchaser will advise such persons of this non-disclosure provision, and shall be legally responsible for the failure of such professionals to maintain the confidentiality of the information provided. Information to be kept confidential shall include the fact that the business is for sale. It is understood and agreed that this non-disclosure provision is intended for the benefit of Seller, who is a third party beneficiary to this Agreement. As such, Seller may bring an action to enforce its terms and to recover damages for breach of this provision. 3. Purchaser agrees that if Purchaser buys, leases, or otherwise comes into possession of the Business or its assets within two (2) years from today, whether or not the Business listing has become inactive, Purchaser must use their best efforts to protect and implement Broker's commission rights, and will not interfere with or attempt to circumvent these rights. Purchaser understands and agrees that purchaser will be liable to Broker for damages in the event of interference with Broker's contractual relationship with seller. 4. Purchaser will not contact the Seller, other owners, partners, members, stockholders, officers, directors, landlords, lessors, employees, suppliers, clients, customers, professional advisors, agents, competitors, or others who might have information concerning the Seller or the Business without the prior written permission of Broker or Seller. All inquiries, offers to purchase, and negotiations regarding the business will be conducted through Jay Fenello. 5. Purchaser understands that financial institutions or others may pay a referral fee to Broker for referring potential clients. 6. This Agreement may not be assigned by either party without the express consent of the other. 7. This Agreement shall be governed by and construed in accordance with the law of the State of Georgia. 8. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof. No change, modification, alteration or addition to any provision hereof shall be binding on either party unless such change is in writing and signed by an authorized representative of both parties. 9. Broker makes no representation or warranty, expressed or implied, as to the truth, accuracy or completeness of any information provided hereunder, or not provided, to Purchaser under this Agreement. Purchaser assumes full responsibility for reliance upon such information and waives all rights of recourse, if any, against Broker for Purchaser’s reliance thereon. If Purchaser is a business entity (e.g. corporation, limited liability company, limited liability partnership, limited partnership, etc.), the person completing the information and clicking the "Yes, I Agree" button acknowledges that he/she has full authority to enter into this Agreement, and further agrees to be personally bound by the terms and conditions stated herein, including, but not limited to, personal liability for breach of this Agreement, including damages resulting from disclosure of confidential information. IN WITNESS WHEREOF, the Purchaser has executed this Agreement herein below.