The undersigned appoints and authorizes Mahandru Associates LLC to explore and present the suitable business opportunity and represent them in business assessment, negotiation and acquisition wherever required.
The undersigned acknowledges that the name of the Seller(s) (the “Seller”, the “Owner”) and certain confidential information, business plan, records, business studies, and trade secrets and/or trade practices of Owner and the Business(es) (the “Business”), relating to that is proprietary & confidential and proprietary to discloser (hereinafter “Proprietary Information”) will be revealed to the “Buyer”, “Investor”. The Investor also understands and acknowledges that Mahandru Associates, LLC (“Consultant”) has an agreement with the Owner and has been retained by the Owner (s) to sell the Business.
Investor herby provides full confidence that all proprietary information will ONLY be used for the business assessment and valuation purpose and in no way can be copy, design, embody or disseminate to any third party directly or indirectly except the authorized people like attorney, accountant and/or financial advisor who will also become the party to this Confidentiality & Non-Disclosure Agreement.
Investor also acknowledges not to use or assist others to use any such proprietary information for competitive trade purposes or to circumvent the Consultant in any transaction and to approach or contact Owner directly.
Investor acknowledges that all business information and material of proprietary information is being provided by business Owner and is believed to be true and accurate; however, complete transparency and accuracy of the same is not guaranteed. Investor is required to conduct a complete independent due diligence by third parties of its own trust for the verification of all such information prior to finalizing the deal and business acquisition. All the costs involved in such due diligence would be the borne by Investor. Consultant makes absolutely no representations or warranties, expressed or implied, regarding the information provided by Owner.
Investor agrees and acknowledges not to contact the Owner directly or indirectly through a third party and understand that all negotiations, inquiries, investigations, purchase offers and/or letters of intent must be made through the Consultant.
Investor agrees to obligate any and all its employees, affiliates, associates or representatives who may have access to any portion of the Proprietary Information, in any form, to protect and follow the same rules of this agreement.
Investor agrees that all Proprietary Information shall remain the property of Discloser (Owner and Consultant), and that Discloser may use such Proprietary Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Proprietary Information.
Investor acknowledges and agrees that it will be fully liable and responsible to compensate the Consultant up to the full value of its retainer agreement with Owner or potential business opportunity whichever is higher in below mentioned circumstances;
The Consultant will hereby acknowledge and agrees to keep Investor information private and confidential and will not pass it on to any third party without the consent of the Investor.
Consultant doesn’t constitute any representation, warranty or guarantee of any kind whatsoever, and will not stand liable for any direct or indirect loss, loss of profit, personal or business opportunities, emotional disturbances, special or consequential damages arising out of or in connection with any delay in performance or non-performance as per this agreement.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law.
In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act) and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly agree to the use of electronic signatures as an additional method of signing and/or initialing this Agreement. The parties hereby agree that either party may sign electronically by using a digital signature service.
Any dispute which may arise in connection with the interpretation of the provisions of this contract shall be amicably settled, failing which; State and/or Federal Law of USA will be the governing rule. The award of the arbitration shall be final and binding upon both parties. Nothing in this Agreement is intended to contradict any mandatory provision of any Applicable Law.