Non-disclosure Agreement

1. Introduction

This Non-Disclosure and Success Fee Agreement (the “Agreement”) is entered into by and between Dealonomy, an online marketplace for buying and selling businesses ("Company"), and the undersigned, which shall be legally responsible and liable for any individual, entity, agent, or party affiliated with the undersigned who accesses or utilizes the Company's platform or services (collectively, the "Recipient" or “Prospective Buyer”).

In order to induce Company to furnish confidential business information to the Prospective Buyer so that it may determine if it is interested in purchasing the business, the undersigned agrees to comply with the terms set forth herein to protect and maintain the confidentiality of proprietary information disclosed by the Company and Seller.

2. Independence of Company

The undersigned acknowledges that Company is not an agent, representative, or affiliate of either Prospective Buyer or the Seller. Company acts independently in facilitating business transactions but assumes no fiduciary duty to either party.

3. Confidentiality Obligations

The undersigned agrees to keep confidential all information furnished through Company or by Seller relating to the Business (the “Confidential Information”) and will not disclose such information to any other party, except as provided in this Agreement. The undersigned accepts full responsibility for ensuring compliance with all provisions of this Agreement by any third party to which the Prospective Buyer discloses any Confidential Information. The undersigned further agrees to indemnify Company and Seller for losses suffered from any breach of this Agreement.

4. Release and Indemnification

The undersigned hereby releases, indemnifies, and holds harmless Company from any and all claims or actions arising from:

• ANY DISCLOSURE OR USE OF THE CONFIDENTIAL INFORMATION.
• PROSPECTIVE BUYER'S ACTS OR FAILURES TO ACT IN PURSUING THE POSSIBLE PURCHASE OF THE BUSINESS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND OTHER EXPENSES INCURRED.

5. Financial Responsibility

The undersigned represents that it, and the Prospective Buyer, have sufficient financial resources to purchase this Business upon the terms and conditions set forth herein. The undersigned agrees to provide, upon request by Company or Seller, financial statements, references, or other information evidencing such financial capacity.

6. Confidential Information Restrictions

The undersigned agrees to:

• HOLD ALL CONFIDENTIAL INFORMATION IN STRICT CONFIDENCE.
• NOT USE CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN EVALUATING THE POTENTIAL PURCHASE OF THE BUSINESS.
• NOT COMMUNICATE (DIRECTLY OR INDIRECTLY) WITH SELLER OR SELLER'S EMPLOYEES, CUSTOMERS, SUPPLIERS, OR AGENTS WITHOUT PRIOR WRITTEN CONSENT FROM COMPANY AND SELLER.

If Prospective Buyer chooses not to proceed further in an acquisition, the undersigned agrees to return or destroy all documents and files containing Confidential Information and confirm such destruction.

7. Non-Competition Agreement

The undersigned covenants and agrees that Prospective Buyer shall not use the Confidential Information to engage in competition with Seller in its Business, including developing, engineering, designing, manufacturing, promoting, marketing, leasing, or selling products or services similar to those of the Business.

8. No Representation of Accuracy

The undersigned acknowledges, agrees, and understands that:

• ANY INFORMATION TENDERED BY COMPANY OR SELLER IS SUBJECT TO CHANGE, ERROR, OR WITHDRAWAL WITHOUT NOTICE.
• COMPANY HAS MADE NO INDEPENDENT INVESTIGATION OR VERIFICATION OF INFORMATION.
• COMPANY SHALL NOT BE LIABLE FOR THE ACCURACY OF SUCH INFORMATION.
• ALL REPRESENTATIONS AND WARRANTIES SHALL BE MADE SOLELY BY THE SELLER IN A SIGNED SALE AGREEMENT.

9. Due Diligence Responsibility

The undersigned acknowledges that it is the Prospective Buyer’s sole responsibility to perform a due diligence inspection concerning all information regarding the Business at Prospective Buyer’s own cost and expense before any acquisition.

10. No Legal, Accounting, or Tax Advice

The undersigned acknowledges and agrees that Company will not provide any legal, accounting, or tax advice or services to Prospective Buyer. Prospective Buyer acknowledges that it is solely responsible for obtaining independent legal, financial, accounting, and tax counsel to assess the risks, obligations, and implications of any transaction. Company makes no representations or warranties regarding the legal, financial, or tax consequences of any business acquisition or transaction facilitated through its platform. Prospective Buyer expressly releases, indemnifies, and holds Company harmless from any claims, damages, or liabilities arising from its reliance on such information or failure to seek independent professional advice.

11. Additional Information Coverage

All representations and agreements made in this Agreement shall cover any additional information furnished to Prospective Buyer by Company or Seller regarding the Business or any other business.

12. Agreement Term and Success Fee

The undersigned agrees (and will cause the Prospective Buyer) not to, for a period of two (2) years, enter into any agreement for the purchase of the Business unless said agreement acknowledges Company as the only party entitled to the Professional Success Fee (the “Fee”) to be paid at closing.  Success Fee structure can be seen on our Success Fee Page and is specified in the Letter of Intent.

To ensure collection of its compensation, the undersigned grants Company a security interest in all Business assets acquired in violation of this Agreement.

13. Definition of Deal Size

“Deal Size” shall include all money or consideration paid or conveyed to Seller, including cash, stock, real property, leases, liabilities assumed, consulting agreements, and any combination of these or other considerations.

14. Non-Solicitation Agreement

The undersigned agrees not to solicit or hire any employee or independent contractor of Seller, nor induce any client, customer, or supplier to alter or breach their business relationship with Seller for a period of two (2) years.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Texas. Any disputes shall be settled by binding arbitration administered by JAMS under its commercial arbitration rules, and judgment upon the arbitrator’s award may be entered in any court having jurisdiction.

16. Enforceability and Third-Party Rights

If any provision of this Agreement is found invalid, the remaining provisions shall remain in full force and effect. The seller of any business disclosed by Company to Prospective Buyer is a third-party beneficiary and may enforce this Agreement without the consent of Company or Prospective Buyer.

17. Entire Agreement and Execution

This Agreement sets forth the entire agreement between the undersigned and Company and cannot be modified except in writing. This Agreement may be executed electronically, including through DocuSign or other electronic signature platforms.

18. Definition of Company

The term “Company” shall also include Dealonomy, LLC’s agents, employees, officers, directors, owners, representatives, independent contractors, and affiliates.

The undersigned acknowledges that all information is furnished based on the terms described herein and upon its representations and warranties.