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  • * CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT<br><br>WHEREAS, the undersigned, (hereinafter the "Recipient") has been informed of a possible sale of a business for sale (collectively the "Company"), and<br><br>WHEREAS, the Recipient wishes to receive information regarding the Company, for the sole purposes of considering the possible purchase of the Company; and<br><br>WHEREAS, in order to make an informed decision regarding the purchase, the Recipient desires to obtain and examine certain information regarding the business, operations, books and records of the Company relating to the territory (hereinafter referred to as "Confidential Information"); and<br><br>WHEREAS, the Recipient acknowledges that such Confidential Information could unfairly be utilized to the detriment of the Company; and WHEREAS, the Company may provide Recipient access to such information provided that Recipient agrees to the confidentiality and non-disclosure obligations specified below.<br><br>NOW, THEREFORE, in consideration of the foregoing recitals and of the release of confidential information regarding the Company and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, for the Recipient and on behalf of its agents, representatives, and employees, hereby covenants and agrees as follows:<br><br>1) That all Confidential Information received prior to and subsequent to the date of this Agreement shall be, and remain subject to, the terms of this Agreement and be deemed Confidential Information here under for all purposes.<br>2)That all of the Confidential Information shall remain and be deemed the property of the Company, that Recipient shall have no right, title or interest in or to any of the disclosed Confidential Information, and that Recipient will not disclose to any person from (i) the fact that the Confidential Information has been made available, (ii) that discussions or negotiations are taking place or have taken place concerning a possible transaction involving the Company or (iii) the facts or nature of any offer or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof;<br>3) To keep all of the Confidential Information strictly confidential and, unless previously consented to in writing by the Company, not to disclose, give or describe any part of all of the Confidential Information to others and not to disclose its interest in acquiring the Company to any person except otherwise noted in this Agreement.<br>4) That the use of the Confidential Information by Recipient shall be limited and restricted to that reasonable necessary to enable Recipient to explore the suitability of its purchase of the Company, and Recipient covenants and agrees that the Confidential Information shall be used for no other purpose;<br>5) That none of the Confidential Information shall be copied or otherwise reproduced by Recipient without the prior written consent of the Company, and recipient agrees that upon termination of negotiations regarding its purchase of the Company, to return to Company all materials and documents or copies thereof given to or received by Recipient;<br>6) That the Company and its representatives shall have no liability as a result of the use of the Confidential Information furnished by the Company or its representatives except to the extent that particular representations and warranties are made by the Company in a definitive agreement executed by the parties, subject to such limitations and restrictions as may be specified in such definitive agreement.<br>7) That this Agreement may not be modified, rescinded, limited or amended without the express written consent of Company.<br>8) Recipient shall indemnify and hold harmless the Company and its assigns and representatives from and against any and all losses, damages, costs and expenses (including attorney fees) resulting from a breach of this Agreement.<br><br>IN WITNESS WHEREOF, the undersigned has executed this Confidentiality and Non-Disclosure Agreement effective as of today's date.<br><br>By checking this box, you are confirming that you have read and agree to the Confidentiality and Non-Disclosure statement below.