The Undersigned, hereinafter referred to as “Buyer” understands that in connection with the possible acquisition of the veterinary practice disclosed for the above-mentioned Listing Code, PS Broker will furnish proprietary financial and operational information.
Buyer understands that PS Broker is the Seller’s Agent for all matters relating to the sale of any Veterinary Practice presented to Buyer, and all contacts with the Seller shall only be negotiated through the PS Broker.
Buyer understands and agrees that the value of all Veterinary Practices depends on maintaining reliable employees and retaining clients who are loyal to the Veterinarian and the practice. The Buyer agrees that employees and clients could be lost if there is a premature announcement that the Selling Veterinarian intends to sell the practice; therefore, the release of such information before closing of the sale of the Veterinary Practice has a high probability of causing significant financial damage to the Selling Veterinarian.
Buyer further understands and agrees that a Selling Veterinarian would be damaged by disclosure of his or her detailed financial information and client lists to competing Veterinarians or to other persons who may inadvertently or intentionally disclose such information to competitors.
Having understood and agreed to the foregoing, the Buyer agrees as follows:
1. Not to discuss any aspect of the veterinarian practices disclosed by PS Broker with any other person, except immediate advisors and prior to such permitted disclosures, each of my advisors agrees to maintain the same confidentiality. I accept full responsibility for the confidentiality of my advisors. In the event of a breach of this confidentiality agreement, I shall be responsible for any actual damages caused to a Selling Veterinarian or PS Broker, and such Selling Veterinarian may seek a legal injunction to prevent further disclosure.
2. Clients’ names and addresses, and detailed financial information of a Selling Veterinarian are “trade secrets” as defined by the statutes of the state where the Veterinary Practices are located, and cannot be disclosed for any purpose other than deciding whether to purchase the practice or not. Any disclosure of these trade secrets shall be actionable under the applicable statutes if not authorized in writing by the Selling Veterinarian or PS Broker.
3. Not to contact the Selling Veterinarians, their employees, suppliers, competitors, attorneys, accountants, or clients, except through PS Broker or without prior permission from PS Broker.
4. To evaluate all information within a reasonable period of time. If I decide not purchase a Veterinary Practice presented by PS Broker, I shall return or destroy all written and tangible information, including notes I’ve made to PS Broker, and shall certify that all such information has been returned or destroyed, including any information disclosed to my advisors.
5. I understand that although certain information provided may be considered relevant, PS Broker makes no representation or warranty (implied or expressed) as to its accuracy or completeness. I agree to perform due diligence to my own satisfaction.