POTENTIAL PURCHASER CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AGREEMENT - BUYER REGISTRATION, LIABILITY DISCLAIMER & NON-CIRCUMVENTION AGREEMENT
This Confidentiality Agreement (the “Agreement”) is made and entered into by and between The Alam Group, Keller Williams, Hassaan Alam (collectively referred to as “Broker”), and the undersigned party (the “Potential Buyer”). This Agreement is designed to protect the confidential information of Broker, its affiliated agents, and the business opportunities, documents, business information, financial information presented herein.
1. Purpose & Confidential Information
Upon execution of this Agreement, Keller Williams, Hassaan Alam, or The Alam Group may provide the Potential Buyer with confidential business and financial information (the “Confidential Information”). This information is intended solely for the evaluation of a potential transaction and is not to be considered exhaustive or a guarantee of the business’s financial position.
The Potential Buyer acknowledges that neither the Owner, Broker, nor their representatives make any representations or warranties regarding the accuracy or completeness of the Confidential Information. The Potential Buyer is responsible for conducting independent due diligence before making any decisions.
2. Obligations of Confidentiality
The Potential Buyer agrees:
To keep all Confidential Information strictly confidential.
Not to disclose, reproduce, or share any part of the Confidential Information with third parties without prior written consent from Keller Williams, Hassaan Alam, or The Alam Group.
To use the Confidential Information only for evaluating a potential acquisition and not for any competitive or unauthorized purpose.
To maintain a record of individuals who have access to the Confidential Information and provide this list to Keller Williams, Hassaan Alam, or The Alam Group upon request.
Not to discuss or disclose any details about the business, business financials, business records, property, or transaction with anyone including employees, tenants, suppliers, or customers of the business without prior written authorization from Keller Williams, Hassaan Alam, or The Alam Group.
Failure to comply with these obligations will result in immediate legal action, including but not limited to injunctive relief and damages.
3. Non-Circumvention
To protect the interests of Keller Williams, Hassaan Alam, and The Alam Group, the Potential Buyer and their representatives agree:
Not to contact or engage directly with the seller, employees, suppliers, or customers of the business without prior written consent from Keller Williams, Hassaan Alam, or The Alam Group.
Not to attempt to circumvent Keller Williams, Hassaan Alam, or The Alam Group by negotiating a direct deal with the seller.
For properties or businesses not listed directly with Keller Williams, Hassaan Alam, or The Alam Group, or for off-market assets not under a listing agreement with Hassaan Alam, the Broker will first attempt to secure the commission from the seller or the seller’s agent. However, if no commission is offered or paid by the seller or seller’s agent, the Potential Buyer agrees to be fully responsible for the payment of the commission to Keller Williams, Hassaan Alam, and The Alam Group.
That any violation of this clause will make them liable for commissions, damages, and attorney fees payable to Keller Williams, Hassaan Alam, and The Alam Group.
4. Indemnification & Legal Protections
The Potential Buyer agrees to indemnify, defend, and hold harmless Keller Williams, Hassaan Alam, and The Alam Group from any claims, damages, or liabilities arising from the breach of this Agreement.
If legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, court costs, and related expenses.
5. No Representations or Warranties
The Confidential Information does not constitute an offer or obligation to sell any business.
Keller Williams, Hassaan Alam, and The Alam Group do not provide legal, tax, or accounting advice.
The Potential Buyer is solely responsible for verifying all material aspects of the business before making any decisions.
Keller Williams, Hassaan Alam, and The Alam Group reserve the right to modify, withdraw, or reject any business opportunity without prior notice.
6. Liability Disclaimer
The Potential Buyer acknowledges that:
Keller Williams, Hassaan Alam, and The Alam Group do not guarantee the accuracy or completeness of any provided information.
They are solely responsible for their due diligence and any financial risks involved in the transaction.
Keller Williams, Hassaan Alam, and The Alam Group shall not be liable for any losses, damages, or misrepresentations associated with the Confidential Information.
Keller Williams, Hassaan Alam, and The Alam Group provide no warranties, express or implied, regarding the financial stability or operational status of the business.
The Potential Buyer releases Keller Williams, Hassaan Alam, and The Alam Group from any claims or liabilities arising from reliance on the Confidential Information.
We do not warranty or guaranty the information provided. Please perform your own investigation, Audit, and verification methods as advised by your legal counsel and or Accountants for accuracy.
Please have your legal counsel review and approve all documents and contracts before signing. The provider of the documents and contracts is not a legal counsel and holds no liability or responsibility for any errors and or guarantees or warranties.
7. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of the State of Texas. Any disputes arising from this Agreement shall be resolved in the courts of Texas.
If any provision of this Agreement is found to be invalid, the remaining provisions shall remain enforceable to the fullest extent of the law.
8. Term & Return of Information
If the Potential Buyer chooses not to proceed with the transaction, they agree to return or destroy all Confidential Information immediately upon request by Keller Williams, Hassaan Alam, or The Alam Group.
This Agreement shall remain in effect for 12 months from the date of signing.
REQUEST FOR INFORMATIONAL MATERIALS
This is a Request for Informational Materials that has been prepared regarding the sale of the property known as:
________________________________ (the “Property”).
The Informational Materials are intended solely for:
________________________________ (the “Prospective Purchaser”)
for the purpose of considering its interest in purchasing the Property, and their use is strictly limited as set forth herein.
The Informational Materials contain certain confidential information relating to the business and affairs of the Property, as well as other information that may be pertinent to the sale of the Property, including specific information requested by the Prospective Purchaser. These Informational Materials have been prepared by Keller Williams Houston Central (The Alam Group), the Exclusive Marketing Broker for the Owner and the Procuring Broker.
The Informational Materials do not purport to be all-inclusive or to contain all information that a prospective purchaser may desire. Neither the Owner nor Keller Williams Houston Central (The Alam Group) makes any representations or warranties, express or implied, as to the accuracy or completeness of the Informational Materials or their contents, and no legal liability is assumed or justified with respect thereto.
By executing this Agreement, the Prospective Purchaser agrees that it will hold and treat the information contained in the Informational Materials in the strictest confidence. The Prospective Purchaser shall not disclose or permit anyone else to disclose the contents of the Informational Materials to any other entity without prior written authorization from Keller Williams Houston Central (The Alam Group).
The Prospective Purchaser further agrees that it will not permit the Informational Materials or their contents to be used in any fashion or manner detrimental to the interest of the Owner. It will not photocopy or duplicate the Informational Materials without prior written consent of Keller Williams Houston Central (The Alam Group). The Prospective Purchaser shall not disclose or discuss the sale of the Property with any staff or tenant at the Property without prior written consent of Keller Williams Houston Central (The Alam Group).
The Prospective Purchaser agrees to indemnify, defend, and hold harmless the Owner and Keller Williams Houston Central (The Alam Group) from all liabilities, damages, claims, costs, fees, and expenses whatsoever with respect to any claim made by any broker other than Keller Williams Houston Central (The Alam Group). It is acknowledged that Keller Williams Houston Central (The Alam Group) is representing the Owner and that only Keller Williams Houston Central (The Alam Group) shall receive compensation from the Owner and/or the Prospective Purchaser.
The undersigned Prospective Purchaser acknowledges that the Owner shall have no obligation to the Prospective Purchaser unless and until a written agreement embodying the terms and conditions of the proposed sale is executed and delivered by the Owner and the Prospective Purchaser. In such event, the Owner’s only obligation to the Prospective Purchaser shall be as, and to the extent, if any, provided in such written agreement.
The Owner and/or Keller Williams Houston Central (The Alam Group) expressly reserves the right, at its sole discretion, to reject any or all proposals or expressions of interest in the Property and to terminate discussions with any party at any time without notice.
The Informational Materials shall not be deemed a representation of the state of affairs of the Property or constitute an indication that there has been no change in the business or affairs of the Property since the date of preparation of the Informational Materials.
The Prospective Purchaser agrees that if it does not choose to pursue or discontinues negotiations leading to the purchase of the Property, it shall return all Informational Materials to Keller Williams Houston Central (The Alam Group) immediately.
Liability Disclaimer
Tevas Real Estate , Hassaan Alam and any of its officers, affiliates, agents and consultants (firm) do not guarantee or warranty any statements provided. By signing this agreement, you agree not to hold us liable for any arising from the information provided and the said transaction.
We do not warranty or guaranty the information provided. Please perform your own investigation, Audit, and verification methods as advised by your legal counsel and or Accountants for accuracy.
Please have your legal counsel review and approve all documents and contracts before signing. The provider of the documents and contracts is not a legal counsel and holds no liability or responsibility for any errors and or guarantees or warranties.
In consideration for your participation in said transaction, the individual, group, organization, business, spectator, or others, does hereby release and forever discharge the Firm, and its officers, affiliates, board, representatives, agents, consultants and employees, Jointly and severally from any and all actions, claims, suits and demands for, upon or by reason of any damage, loss or injury, which hereafter may be sustained by participating in the said transaction.
No Construction Against Drafter. Each party acknowledges that it has had the opportunity to be represented by counsel of its choice in connection with the negotiation of this Agreement and that it has read and fully understands the import of this Agreement and, as such, each party hereby waives the application of any rule which would require that any ambiguities in this Agreement be construed against the party who drafted it or in favor of the party who did not draft it.
This release extends and applies to, and also covers and includes, all unknown, unforeseen, unanticipated and unsuspected loss, damages, liability and the consequences thereof, as well as those disclosed and known to exist.
Signed by: