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Disclosure, Confidentiality and Non-Circumvent Agreement

  • This agreement is made between CLEAR INTEGRITY GROUP LLC and the undersigned. This agreement shall obligate the undersigned and their partners, associates, advisers and/or affiliated companies, including all subsidiaries, parent companies, brother or sister companies, nominees, representatives, successors and assigns and any business entities owned in whole or in part by same or any of their principals, equity security holders, individual, agents, assignees, trustees, or employees, employers (hereafter collectively the “Parties” or individually the “Party”) jointly, severally, mutually and reciprocally for the term of and to the performance of the terms and conditions expressly stated and agreed to below. This Agreement shall be binding upon all entities owned or controlled by a party and upon the principal(s), employee(s), assignee(s), family and heirs of each party.

    This Agreement shall apply to: All transactions originated during the term of this Agreement; AND all subsequent transactions that are follow up, repeat, or extended transactions or renegotiation(s) of transactions originated during the term of this Agreement. This Agreement shall apply to: All transactions originated during the term of this Agreement; AND all subsequent transactions that are follow up, repeat, or extended transactions or renegotiation(s) of transactions originated during the term of this Agreement.

    PURPOSE. Clear Integrity Group LLC and the undersigned are mutually desirous of doing business with respect to the arranging, selling and buying of Notes (non-performing and performing), Residential and Commercial Properties, Land and REO Property Portfolios, single family residences and multi-family units in cooperation with one another and with third parties for the mutual benefit of all.

    Upon your execution of this Confidentiality Agreement, Clear Integrity Group LLC (“Broker”) will deliver to you (the “Potential Buyer”), information on the business or businesses, or residential and commercial real state listed by our brokerage. This information is intended solely for the limited use by Potential Buyer in considering whether Potential Buyer will pursue an offer to acquire the business or businesses, or the real estate. The Information will contain brief, selected information pertaining to the business and affairs of the business/property and does not purport to be all-inclusive or to contain all of the Information, which a prospective purchaser may desire or require. Neither Owner, Broker nor any of their respective officers, employees or agents makes any representation and no liability of any kind whatsoever is assumed by Owner or Broker with respect thereto.

    The parties agree that the delivery of the information is subject to the following terms, covenants and conditions:

    1. CONFIDENTIALITY. Potential Buyer agrees to treat confidentially the information, whether the information is furnished before or after the date of this agreement, together with analysis, compilations, studies or other documents or records prepared by Potential Buyer and its directors, officers, employees, advisors or representatives and financing sources (collectively “Representatives”), to the extent that such analysis, compilations, studies, documents or records contain or otherwise reflect or are generated from such information (collectively, the “Material”).
    2. DO NOT DUPLICATE. Potential Buyer agrees that its Representatives will not duplicate, photocopy or otherwise reproduce the information in whole or in part or otherwise use or permit it to be used in any fashion or manner detrimental to the business or the interest of Owner. That the Material shall be used solely for the purpose of evaluating the proposed acquisition of the business and that such Material shall be kept confidentially by Potential Buyer; provided, however, that any of the Material may be disclosed to such representative who need to know the information contained therein for the purposed described above, it being understood the Potential Buyer shall (a) inform each such representative of the confidential nature of such information and require such representative to treat such information confidentially; and (b) maintain a list of those persons to whom such information has been disclosed, which list shall be presented to Owner or Broker upon request. Potential Buyer agrees it will return all Information upon request by Broker.
    3. INDEMNIFICATION. Potential Buyer agrees to indemnify Owner from any loss or damage, which Owner may suffer as a result of their breach of the terms and conditions of this Agreement. In the event of a breach or threatened breach of this Agreement, Owner shall be entitled to all remedies at law and equity, including injunctive relief and if Owner prevails in an action against Potential Buyer shall be responsible for all reasonable attorney’s fees and costs incurred by Owner in the prosecution of such action.
    4. INFORMATION. The Materials shall not be deemed to represent the state of affairs of the business or constitute that there has been no change in the business or affairs of the Business since the date of preparation of the Information. Owner does not warrant or represent that the Information is true or correct. You are advised to verify the Information independently. Owner reserves the right to make any change, to add, to delete, or modify the Information or to withdraw the business from consideration at any time, without notice. The Information is not to be construed as an offer, an expression of intent, an obligation, or as part of any contract or commitment, to sell the Business.
    5. REPRESENTATION. Potential Buyer represents and warrants that it has not had any discussion or dealings regarding the business with any other broker, finder or agent other than Clear Integrity Group LLC and hereby agrees that the obligation to pay any such brokerage commission, except for the compensation due to Clear Integrity Group LLC is an obligation of Potential Buyer and agrees that it shall not look to Owner for the payment of any such brokerage commission. Potential Buyer will not contact any employees, suppliers, customers or Owner of the business without prior authorization from Broker.
    6. TERM. For a period of two years beginning on the date of this Agreement, the Potential Buyer agrees not to circumvent this Agreement by attempting to surreptitiously or secretly purchase and/or invest in the business or businesses introduced to the Potential Buyer by Clear Integrity Group LLC. That should they buy, lease, become a manager of, become connected in any way, or come into possession of any of the listed businesses within two years of the date below, even if the listing period for that business has expired, that a commission will be due to Clear Integrity Group LLC; and in the event of a breach of this agreement, that they will be liable for the payment of that commission and all reasonable costs including interest, collection costs, and attorneys fees.
    7. DISCLOSURE. Clear Integrity Group LLC does not give tax, accounting, or legal advice. That prior to finalizing an agreement to purchase the business, it is my responsibility to make an independent verification of all information. I agree that American Business Brokers is not responsible for the accuracy of the information I receive and I agree to indemnify and hold American Business Brokers harmless from any claims or damages resulting from its use.

    Please acknowledge your consent and agreement to the foregoing by electronically signing below, at which time the same shall constitute a binding Agreement between us.