The Undersigned understands that in connection with the possible acquisition of the veterinary practice, hereinafter referred to as the “Business” and specifically referred to by the LISTING CODE below; PS Broker will furnish proprietary information which may include the financial condition and operational information of the Business.
Undersigned understands that PS Broker is the Seller’s Agent for all matters relating to the sale of any veterinary practice presented to Undersigned, and all contacts with PS Broker’s Exclusive Client, hereinafter referred to as “Seller”, shall only be negotiated through PS Broker.
Undersigned 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 Undersigned agrees that employees and clients could be lost if there is a premature announcement that the Seller intends to sell the Business; therefore, the release of such information before closing on the sale of the Business has a high probability of causing significant financial damage to the Seller and/or the Business.
Undersigned further understands and agrees that Seller and/or the Business would be damaged by disclosure of Seller’s or the Business’s financial information, client lists to competing veterinarians, or to other persons who may inadvertently or intentionally disclose such information to competitors.
In consideration for PS Broker providing confidential information relative to the Business to the Undersigned, the Undersigned agrees as follows:
1. Not to discuss any aspect of the Seller or Business 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 Non-Disclosure Agreement, I shall be responsible for any actual damages caused to a Seller or PS Broker, and such Seller may seek a legal injunction to prevent further disclosure.
2. Clients’ names and addresses, and detailed financial information of a Seller and Business are “trade secrets” as defined by the statutes of the state where the Business are located and cannot be disclosed for any purpose other than deciding whether to purchase the Business or not. Any disclosure of these trade secrets shall be actionable under the applicable statutes if not authorized in writing by the Seller or PS Broker.
3. Not to contact the Seller, 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 to purchase a Business 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.
6. By selecting the “I Accept” button, I am signing this Agreement electronically. I agree that my electronic signature is the legal equivalent of my manual signature on this Non-Disclosure Agreement. By selecting “I Accept” I consent to be legally bound by this Agreement’s terms and conditions. I further agree that by my use of a keypad, mouse, or other device to select an item, button, icon, or similar act/action, or to otherwise provide PS Broker or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes my signature (hereafter referred to as “E-Signature”), acceptance and agreement as if signed by me in writing. I also agree that no certification authority or other third-party verification is necessary to validate my E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of my E-Signature or any resulting contract between me and PS Broker. I also represent that I am authorized to enter into this Agreement for all persons who own or are authorized to access any of my accounts and that such persons will be bound by the terms of this Agreement.