An NDA or Confidentiality Agreement (CA) is common in business sales. It is simply an agreement between you, the customer, and a business owner and their agent, stating that you will "respect the confidential nature" of information being disclosed and that you will "honor the terms of the agreement." In order for you to receive information of a confidential nature about a business, you will be required to sign this agreement.
For your convenience, please read and electronically submit the Confidentiality Agreement below. After the agreement is received in our office, you will be contacted by the agent who represents the business in which you have indicated an interest.
It is also recommended that you download and read the Idaho Real Estate Commission's brochure entitled "Agency Dislosure Brochure." Acknowledge that you have read this document and have an understanding of the agency-customer relationship by indicating this fact on the CA form.
If you would rather print a hard copy to submit by email, fax or mail, please click here to download the form.
Confidentiality Agreement Form
This Agreement will confirm the mutual understanding of you (hereinafter "the Undersigned") and ARTHUR BERRY & COMPANY (hereinafter "ABC") in connection with ABC providing information regarding the Selling Client of ABC listed below.
1. "Information" means all data, reports, records or materials obtained from ABC or the Selling Client, which is not in the public domain, including the Selling Client's name, address, type of business, and the knowledge that the Selling Client may be considering a sale. Information is being furnished solely to the Undersigned and shall be treated as "secret" and "confidential" and no portion of it shall be disclosed to others, except to those employees and agents of the Undersigned whose knowledge of the information is required to evaluate the potential acquisition of the Selling Client and who shall assume the same obligations as the Undersigned under this Agreement.
2. The Undersigned agrees to not contact the Selling Client directly without prior written approval of ABC. The Undersigned agrees that ABC will be the procuring cause in any potential transaction with the Selling Client and that ABC will be the responsible agent to promptly present any offer made by the Undersigned. If the Undersigned does not wish to pursue a potential acquisition, all proprietatary information received by the Undersigned shall be promptly returned or destroyed, as directed by ABC.
3. It is understood that ABC and the Selling Client, as the intended parties whose rights are being protected, may seek legal redress and remedies directly for any breach of this Confidentiality Agreement and Agency Representation Acknowledgement as if it were a party to this Agreement. Undersigned agrees that it will not use any Confidential Information for its own account or economic/competitive advantage. Undersigned shall not use any Confidential Information to solicit any employee, customer or supplier of Client. Undersigned agrees it will not interfere with any of Client's business through the use of any Confidential Information acquired under this Confidentiality Agreement, however, solicitation of employees, customers, or suppliers in the ordinary course of businss and without the use of Confidential Information is not restricted by this Confidentiality Agreement. The obligations under this Confidentiality Agreement shall be in full force and effect for a period of twenty four (24) months following the date of execution.
4. It is understood that ABC makes no representation or warranty as to the completeness or accuracy of any information provided to the Undersigned. Any and all representation and warranties shall be made solely by the ABC Selling Client and shall be set forth in a signed acquisition agreement or purchase contract and then be subject to the provisions thereof. The Undersigned acknowledges the responsibility to perform a due diligence review at his/her own cost and expense prior to any acquisition of an ABC Selling Client company.
5. By filling out and electronically signing the Confidentiality Agreement form below, you are accepting detailed confidential financial information as a prospective purchaser and you are certifying that you are financially qualified to make such a purchase of the below noted business should the opportunity be appropriate. The obvious intent of this representation is to only focus buyer, seller and broker time and energy on opportunities which fit each party's purchase range capabilities.
6. All ABC agents represent the Selling Client and under their fiduciary duty can only release client-approved information. You are deemed a "customer" and owed a duty of being treated honestly and fairly.