Downtown Coffee House

Buyer’s Non-Disclosure Agreement (NDA): Restaurant Business

This is a Non-Disclosure and Exclusive Confidentiality Agreement (“the Agreement”) between the undersigned and Team Powerhouse Realty for the purpose of assisting in the purchase of any presented opportunities (also referred to as “the Business”).

For the purpose of this Agreement, a purchase will be deemed to include the entering into of any agreement to exchange, or the obtaining of an option to purchase which is subsequently exercised, and any rental agreement or sub-lease. “Information” as used in this Agreement will include the fact that the Business is for sale, plus all data and descriptive details provided about the Business by the Seller or other sources. The Buyer agrees that all Information will be kept confidential for a period of two years.

In consideration of the Brokerage providing customer service to the Buyer for the purchase of the Business indicated above, the Buyer acknowledges and agrees to the terms as stated in this Agreement.

That any proprietary information provided on the Business is sensitive and confidential, and that its disclosure to others may be damaging to the business and its Seller. The term “proprietary information” does not include any information which is, or becomes, generally available to the public.

Not to disclose, for the Agreement Period, any information regarding the Business to any other person who has not also signed this Agreement, except to secure the advice and recommendations of business advisors (accountants or attorneys).

Not to contact the Seller or its landlords, franchisors, employees, suppliers or customers except through the Brokerage. All correspondence, inquiries, offers to purchase, and negotiations relating to the purchase or lease of any business presented by the Brokerage will be conducted exclusively through the Brokerage.

Not to circumvent or interfere with the Brokerage’s contract with the Seller in any way. The Buyer understands that if the Buyer interferes with the Brokerage’s contractual right to its fee from the Seller, the Buyer will be personally liable to the Brokerage for payment of the Seller’s fee. The Buyer understands that should the Buyer become a manager of or otherwise be connected with the Business shown or offered to the Buyer for sale, or should the Buyer buy, trade, lease or exchange any of the business that is disclosed to the Buyer, then a fee will be due to the Brokerage. The Buyer understands that if the Buyer purchases the Business through the Brokerage, the Buyer will not be liable for the fee to be paid by the Seller to the Brokerage.

The Buyer acknowledges and agrees that all Information regarding the Business is provided by the Seller or other sources and is not verified in any way by the Brokerage. The Brokerage has no knowledge of the accuracy of the Information and makes no warranty, expressed or implied, as to the accuracy of the Information. Understanding that the Buyer will make an independent verification of the Information prior to entering into an agreement to purchase the business, the Buyer agrees that the Brokerage is not responsible for the accuracy of any of the Information that the Buyer receives or fails to receive and that the Buyer agrees to indemnify and hold the Brokerage and its agents harmless from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any Information provided to the Buyer with respect to the Business.

Should the Buyer decide to no longer pursue the purchase of the Business, the Buyer will promptly advise the Brokerage of this fact and will immediately return all proprietary Information furnished to the Buyer, without retaining copies, summaries, analyses or extracts.