Non-Disclosure Agreement

This Non-Disclosure Agreement (the “Agreement”) is made as by and between the undersigned (“Prospective Purchaser and/or Purchaser’s Agent”) and CBS-Global, LLC, a Wisconsin limited liability company doing business as Creative Business Services with its principal place of business at 319 N Broadway St, Green Bay, WI 54303 (“Creative”).

Whereas, Prospective Purchaser and/or Purchaser’s Agent and Creative are conducting discussions concerning the possible acquisition by Prospective Purchaser and/or Purchaser’s Agent of the business/real estate described in the listing contract between Seller and Creative (which such business/real estate shall be sometimes referred to herein as the “Business”) and, in connection with such discussions and Prospective Purchaser and/or Purchaser’s Agent’s evaluation of the possible acquisition of the Business (together, the “Permitted Use”), Creative shall disclose to Prospective Purchaser and/or Purchaser’s Agent certain financial and other business information, in written and oral form, concerning the condition and operations of the Business (any such information disclosed to Prospective Purchaser and/or Purchaser’s Agent, together with any other information concerning the Business that has already been disclosed to Prospective Purchaser and/or Purchaser’s Agent, shall hereinafter be referred to as the “Confidential Information”); and

Whereas, the parties wish to set forth in this Agreement their agreements concerning the use and protection of the Confidential Information and certain other matters with respect to the Permitted Use.

Now, therefore, in consideration of the foregoing and of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Prospective Purchaser and/or Purchaser’s Agent and Creative hereby agree that:

  1. Mutual Obligations. Creative and Prospective Purchaser and/or Purchaser’s Agent shall hold in strict confidence, and shall not disclose to any third person(s) (which term as used in the Agreement shall be broadly interpreted to include without limitation any corporation, company, group, partnership, agency, or individual), the fact:
    1. that the Confidential Information has been disclosed to Prospective Purchaser and/or Purchaser’s Agent;
    2. that Prospective Purchaser and/or Purchaser’s Agent is considering an acquisition of the Business; and/or
    3. that discussions in connection with the Permitted Use are taking place.
  2. The Confidential Information.
    1. Prospective Purchaser and/or Purchaser’s Agent shall hold in strict confidence, and shall not disclose to any third person(s), all of the Confidential Information in accordance with the terms of this Agreement.
    2. Prospective Purchaser and/or Purchaser’s Agent shall:
      1. use the Confidential Information only in connection with the Permitted Use; and
      2. disclose the Confidential Information only to Prospective Purchaser and/or Purchaser’s Agent’s employees, attorneys, accountants, investment bankers, agents, and/or representatives as reasonably necessary in connection with the Permitted Use.  It is Prospective Purchaser and/or Purchaser’s Agent’s responsibility to ensure that any such persons shall, prior to being provided with any or all of the Confidential Information, agree to be bound by the terms of the Agreement.
    3. Upon written request by Creative, Prospective Purchaser and/or Purchaser’s Agent shall promptly return to Creative all of the Confidential Information, together with all copies, summaries and extracts of all documents included within the Confidential Information, without retaining any copy thereof.
    4. Creative shall not be deemed to have made any representation or warranty as to the accuracy or completeness of any of the Confidential Information.
    5. Prospective Purchaser and/or Purchaser’s Agent shall assume the liability for all damages, loss, cost, or expense which result from:
      1. the unauthorized disclosure of the Confidential Information by Prospective Purchaser and/or Purchaser’s Agent  to third parties or entities, or
      2. the use of the Confidential Information by any person or entity other than Creative or the Business, caused by the unauthorized disclosure or dissemination of same by any employees, agents, or contractors of Prospective Purchaser and/or Purchaser’s Agent.
  3. Acknowledgement. The Confidential Information is proprietary to Creative and the Business.  Any disclosure or unauthorized use thereof may cause irreparable harm and loss to Creative and/or the Business; further, it shall be difficult or impossible to measure in money the damages that may accrue to Creative and/or the Business by reason of any such disclosure or unauthorized use. Therefore, in addition to any other remedies or damages available to Creative or the Business, Creative and/or the Business shall be entitled to seek an injunction restraining further violation of this Agreement if Prospective Purchaser and/or Purchaser’s Agent violated any of the terms and conditions of this Agreement.
  4. Miscellaneous.
    1. The foregoing obligations of Prospective Purchaser and/or Purchaser’s Agent shall not apply to the extent that the Confidential Information or any other information covered by this Agreement:
      1. was or is in the public domain;
      2. was in fact known to Prospective Purchaser and/or Purchaser’s Agent prior to disclosure by Creative;
      3. is disclosed or furnished to Prospective Purchaser and/or Purchaser’s Agent by a third party (other than officers, directors, employees, and agents of Creative) after disclosure by Creative; or
      4. thereafter, through an act or failure to act on the part of Creative, becomes information generally available to the public.
    2. Nothing in this Agreement shall obligate either Prospective Purchaser and/or Purchaser’s Agent or Creative to enter into any further agreement. Further, Creative makes no warranty as to the accuracy or completeness of the Confidential Information.
    3. This Agreement shall remain in effect for:
      1. two years from date, or
      2. any other date that has been mutually agreed upon in writing.
    4. This Agreement shall be constructed and interpreted in accordance with the laws of the State of Wisconsin.
    5. The obligations of Prospective Purchaser and/or Purchaser’s Agent under this Agreement shall extend to and shall bind all parties, predecessors, subsidiaries, affiliates, successors, or assigns of Prospective Purchaser and/or Purchaser’s Agent.

I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT CAREFULLY AND FULLY UNDERSTAND AND ACCEPT ITS TERMS. I FURTHER ACKNOWLEDGE THAT A FACSIMILE OR ELECTRONIC COPY OF THIS DOCUMENT SHALL BE CONSIDERED FOR ALL INTENTS AND PURPOSES AS LEGAL AND FULLY BINDING AS IF SIGNED BY HAND.

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 Agreement. By selecting “I Accept” I consent to be legally bound by this Agreement’s terms and conditions.

Non-Disclosure Agreement

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