BUYER NON-DISCLOSURE AGREEMENT


The undersigned (“Buyer”) hereby executes this Buyer Non-Disclosure Agreement (this “Agreement”) in favor of Naab Consulting, Inc., an Indiana corporation (“Naab Consulting”) and agrees to the following:

 

  1. Acknowledgment is given that information may be received and introduction may be made by Naab Consulting regarding accounting, tax or similar practices (each a “Seller”) available for purchase, merger or other transfer (a “Practice Acquisition Transaction”).

 

  1. Recognizing that a potential Practice Acquisition Transaction naturally involves receipt of detailed information and that even disclosure of the fact an accounting, tax or other practice is for sale could cause damage to a Seller, Buyer agrees to protect each Seller’s Confidential Information, as defined below. Buyer promises not to disclose or to discuss with any third party that any accounting, tax or other practice listed by Naab Consulting may be for sale, exchange, merger, or transfer.  Except as hereinafter provided, Buyer further agrees not to disclose to any third party, including, but not limited to, employees, customers or clients of Buyer, other prospective buyers, or persons not legally bound to maintain confidentiality, any facts learned about the Seller or Seller’s practice, including, but not limited to, information that should reasonably have been understood by Buyer, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the Seller (the “Confidential Information”).  Information and/or records obtained shall not be used by Buyer, its employees, agents or affiliates for competitive purposes in any business, present or future.  Upon demand of a Seller, all Confidential Information provided by the Seller to Buyer shall be promptly returned to such Seller.  Confidential Information may be disclosed to an employee, agent, or affiliate of Buyer if such employee, agent or affiliate has a legitimate need to know the Confidential Information and agrees to execute and/or be bound by the terms of this Agreement prior to the disclosure.  Buyer’s obligations under this Agreement shall not apply to information which: (a) is, and can be shown to be, known by Buyer or is publicly available at the time of disclosure by a Seller to Buyer; (b) becomes publicly available after disclosure by a Seller to Buyer through no direct or indirect act of Buyer; (c) is hereafter rightfully furnished to Buyer by a third party without restriction as to use or disclosure; (d) is, and can be shown to be, information that was independently developed by Buyer; or (e) is required to be disclosed pursuant to any judicial or administrative proceeding.  Each Seller disclosing Confidential Information to Buyer shall be deemed a third party beneficiary of this Agreement.

 

  1. Buyer understands (a) that Naab Consulting has listing agreements or contracts with each Seller or their authorized agent providing for a commission payment; (b) that commissions are paid by the Seller; and (c) that the commission is paid from the proceeds of the Practice Acquisition Transaction. Buyer agrees that the Naab Consulting fee consideration will be (y) clearly stated in any “agreement” entered into between the Buyer and any Seller introduced to Buyer by Naab Consulting and (z) paid in full at closing.  Buyer agrees to give Naab Consulting forty-eight (48) hours advance notice of the closing of any Practice Acquisition Transaction with a Seller referred by Naab Consulting.

 

  1. Buyer agrees that Buyer is solely responsible for representations to a Seller and a Seller is solely responsible for representations to Buyer made in connection with any Practice Acquisition Transaction. Buyer understands and acknowledges that (a) it is the duty of Buyer to evaluate potential Practice Acquisition Transactions without reliance on Naab Consulting and that any Practice Acquisition Transaction shall be entered at the discretion of Buyer, without representation, warranty, covenant or other agreement on the part of Naab Consulting, and (b) any materials and information provided by Naab Consulting are not legal, financial or other advice and that it is Seller’s responsibility to consult the advice of Seller’s own legal, financial or other advisors.  Buyer agrees, independently from Naab Consulting or Naab Consulting’s advisors, to inspect and verify all information provided regarding an accounting, tax or similar practice listed by Naab Consulting.  Buyer will perform an investigation adequate to reach an informed judgment about the representations of the Seller and will not rely upon the advice, representations, assurances or opinions of Naab Consulting or its advisors regarding such representations.

 

  1. Buyer, on behalf of itself and its affiliates, officers, directors, members, managers, employees, successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges Naab Consulting and its affiliates, officers, directors, employees, successors and assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, obligations, costs, expenses, liens, bonds, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen or matured or unmatured, in law or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter may have against any of such Releasees arising out of or relating to any sale, merger or other transfer of an accounting, tax or other practice of a Seller, including, without limitation, any negligence of Naab Consulting, or breach of any purported duty which may be owed by Naab Consulting to Buyer.  Further, Buyer hereby defends, indemnifies and holds harmless Naab Consulting and its agents, employees, officers, directors and shareholders, against any and all losses, claims, damages, expenses or liabilities whatsoever, which may arise out of or in connection with (i) the sale, merger or other transfer of any accounting, tax or other practice of a Seller, (ii) Buyer’s acts or omissions, or (iii) Buyer’s breach of this Agreement.  In no event will Naab Consulting be responsible to Buyer for any indirect, consequential, special or punitive damages of any nature whatsoever. 

 

  1. This agreement shall remain in force for a term of two (2) years from the date executed; provided, however, that (a) with respect to the Confidential Information of each Seller, the obligations hereunder shall survive, notwithstanding the termination of the Agreement, for a period of two (2) years following the last disclosure of Confidential Information by such Seller and (b) the release and indemnity provisions of Paragraph 5 shall survive indefinitely. This Agreement shall be governed by Indiana law without regard to provisions concerning conflicts of laws.  In the event that any provision of this Agreement is prohibited by any law governing its construction, performance or enforcement, such provision shall be ineffective to the extent of such prohibition without invalidating thereby any of the remaining provisions of the Agreement.

 

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Signature Certificate
Document name: BUYER NON-DISCLOSURE AGREEMENT
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January 25, 2024 11:52 am EST BUYER NON-DISCLOSURE AGREEMENT Uploaded by Brian Naab - Brian@NaabConsulting.com IP 75.10.18.10