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NON-DISCLOSURE AGREEMENT and NET WORTH STATEMENT
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THIS NON-DISCLOSURE AGREEMENT (the “Agreement) is made and agreed to by the “Investor/Buyer” (hereinafter identified as “BUYER”). The Buyer has indicated to Hawaiian Islands Business Brokers (“HIBB) that it is interested in seeing confidential information for the following specific “Business-Properties” (hereinafter referenced as “Business”), to determine if the Buyer desires to be involved in the purchase, development, ownership, acquisition and/or other operational aspects of the Business.
Business of interest:
   


HIBB is willing to make available to the Buyer certain information relating to the Business for the above purpose, subject to the Buyer’s execution and compliance with the terms of this Agreement.

1.)

 

 

 

 

 Disclosure by HIBB: HIBB will permit the Buyer to examine certain information including any economic, commercial, marketing and financial information concerning the Business (collectively, the “Confidential Information”), whether prepared by the Business Owner, HIBB or a cooperating Broker, its advisors or otherwise and irrespective of the form of communication. The term “Confidential Information” shall be deemed to include all notes, analyses, compilation, studies, interpretations or other documents compiled and presented by Business Owner (or their agents) and then prepared by HIBB or a cooperating Broker which contain, reflect or are a based upon, in whole or in part, the information furnished to the Buyer pursuant hereto. The Buyer agrees that its review and inspection of the Confidential Information shall solely to conduct due diligence on its own behalf, for the purpose of determining a desire to purchase, develop, acquire or own the Business.

2.)

 

 

 



 Confidentiality: The Buyer hereby agrees that it shall use the Confidential Information solely for the purpose above stated, that the Confidential Information will be kept confidential, and that the Buyer will not disclose any of the Confidential Information in any manner whatsoever or use the Confidential Information in its own Business or operations with the intention or result of thereby profiting or otherwise improving its position (other than through purchase, acquisition or development of the Business.) Further, the Buyer agrees to not discuss to others that Seller is attempting to sell his Business or that the Buyer is considering the purchase of the Business or that negotiations are taking or have taken place and that the Confidential Information exists or has been made available to you, or any of the terms, conditions or other facts with respect to the Business. The Buyer may make the Confidential Information available to its representatives necessary to evaluate the Business, provided said representatives (except for Buyer’ attorney or accountant) are disclosed to HIBB and execute a Confidentiality Agreement.All such Confidential Information, including all copies of such information and any other information not specifically designated by this Agreement which has not been released to the public and that comes into the possession of Buyer during the term of this Agreement, including all copies of such information, shall be delivered to Seller when requested to do so by Seller, without Buyer making or retaining copies or excerpts from such information.
3.) Limitations: The term “Confidential Information” does not include information which:
 
a.

 is or becomes generally available to the public other than as a result of a disclosure by the Buyer, or their representatives,
b.



 was within the possession of the Buyer prior to its being furnished by HIBB pursuant hereto, provided that the source of such information was not known by the Buyer to be bound by a confidentiality Agreement or other contractual, legal or fiduciary obligation of the confidentiality to HIBB or any other party with respect to such information , or

c.


becomes available to the Buyer on a non-confidential basis from a source other than HIBB, provided that such source is not bound by a confidentiality Agreement or other contractual legal or fiduciary obligation of confidentiality to HIBB or any other party with respect to such information.

4.)

 

 Non-Circumvention. For a period of two (2) years from the date of this Agreement, the Buyer irrevocably agrees to not circumvent, avoid or bypass Hawaiian Islands Business Brokers (HIBB), either directly or indirectly, to communicate or negotiate with the owner or sellers of the Business, any guarantor, lender or its loan participants, tenants, ground lessor or their subtenants, employees, or any of their representatives relative to the Business without the prior written consent of HIBB. The Buyer further agrees that, as a condition of receiving the Confidential Information from HIBB, any offer to purchase or otherwise acquire an interest in the Business by any means shall be presented through HIBB. Should the Buyer breach this provision, and such breach results in a sale, merger, joint-venture, lease, exchange or acquisition by any other means of the business, premises or property covered by this Agreement, the Buyer agrees to pay HIBB its standard commission.

5.)

 

 

 Representation and Warranties: The Buyer agrees the HIBB shall not have any liability to the Buyer and their representatives relating to or resulting from the use of the Confidential Information. Recipient further represents; and warrants that he has express agency powers from the Buyer for the purposes of this Agreement, and acknowledges that this Agreement shall in no manner be deemed to be either a Brokerage Agreement or option to purchase, with no obligation for commission or other fee being created hereby. Any such Agreement will be documented separately.
6.) Agency: The Buyer further acknowledges that HIBB as Broker first introduced the above-listed Business(es) to Buyer. Buyer agrees to conduct all further inquiries into the herein listed business exclusively through the HIBB office as your Broker of record. You hereby agree to conduct all negotiations associated with the herein listed Business(es) exclusively through the HIBB office as Broker.

7.)

 

Attorney Fees: In the event that legal proceedings are brought to enforce the terms of this Agreement or to establish damages for the breach of this Agreement, then the prevailing party shall be entitled to reasonable attorney’s fees and costs incurred thereby.

8.)

 

 Interpretation: This Agreement shall be construed and interpreted in accordance with the laws of the State of Hawaii without regard to the principles of conflicts of law. It is agreed that this Agreement has been negotiated, entered into and is to be preformed on island of Maui, County of Maui, State of Hawaii. Legal venue shall be the County of Maui.

9.)



 Entire Agreement: The parties acknowledge and agree that this Agreement is the entire Agreement with respect to the Confidential Information disclosed hereunder, and that no other representations, warranties or promises relating to such information have been made by either party to the other. No modification of this Agreement shall become effective unless in writing, dated and signed by both parties.

 

INVESTOR/BUYER NET WORTH STATEMENT
STRICTLY CONFIDENTIAL

"Do Not use commas, dollar signs or other characters"
ASSETS:   LIABILITIES:  
Cash on hand and in banks (checking, savings, CD's, etc) Credit Card Debt
Stocks and Bonds Student Loans
Accounts, Loans, and Notes Receivable Tax obligations
Cash Surrender Value of Life Insurance Spousal/Child Support obligations
Value of Home Notes, loans or accounts payable
Retirement Funds (pensions, profit sharing plans, IRAs, SEPS, 401K) Judgments
Value of Business owned Liens on real estate
Other Assets Liens on automobiles
    Other Obligations
SOURCES OF INCOME:      
Salaries    
Dividends and Interest    
Bonus and Commissions    
Real Estate Income    
Other Income    


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