Texas Business Buyers, LLC dba Bison Business (“we,” “our,” “us”) will be furnishing you confidential information pertaining to the Government Contracting business (“the Business”). As consideration for obtaining this information including but not limited to a confidential business review (CBR), financial documents, employee information and other trade secrets, you agree that:
All verbal or written information furnished to you pertaining to the Business will be confidential. For a period of two years from the signing date, you will not use this information to compete against the Business, nor will you disclose it to any person(s) or entity(ies) other than those assisting you in its evaluation for the sole purpose of your potential acquisition.
Unless we agree otherwise in writing, you will not contact the Seller, nor will you contact any of the Business’s employees.
If you decide that you do not wish to pursue an acquisition, you will advise us of this, return all information furnished to you, and delete all electronic copies.
You acknowledge that all information concerning Seller’s Business and Assets, whether furnished before or after the execution of this Agreement, was and is supplied by Seller to us, and that we have not made nor do make any warranty or representation as to the genuineness, accuracy, and truthfulness of any and all information of the Business. Bison Business makes no guarantees regarding the future value of the Business, and acts merely as a conduit for information between Seller and you.
You hereby acknowledge and agree that, in the event that you consummate the transaction of the government contract business, you shall pay to Horizon Business Brokers, LLC (“Broker”) a fee equal to two percent (2%) of the aggregate purchase price payable by you to [Seller] in the purchase of government contract business, including for the avoidance of doubt any portion of the purchase price paid in cash or debt, whether on the closing date of the Transaction or thereafter pursuant to any adjustment to the purchase price, earnout, deferred compensation, or otherwise.
You further acknowledge and agree that such fee shall become immediately due and payable at the closing of the Transaction to the extent paid at the closing (whether in cash or debt), or, with respect to any portion of the purchase price payable in cash or debt following the closing date pursuant to an earnout, deferred compensation agreement, otherwise, immediately upon payment therefore by Seller to you (whether in cash or debt).