NON DISCLOSURE AGREEMENT
PROVISION OF MANDATES, FINANCIALS, LOCATION OR OTHER DOCUMENTATION
In pursuance of this agreement and in order for the Broker to release any mandate/s and/or financial details, location, documentation or information of any Business to the PURCHASER, the following terms and/or conditions shall strictly apply:
The PURCHASER fully acknowledges, accepts and understands the fact that any written or verbal details, documentation or information supplied to the PURCHASER by the Broker in regard to the sale of Businesses is highly confidential.
- SPECIFIC NON-DISCLOSURE
The PURCHASER hereby undertakes and agrees NOT to discuss, disclose, divulge, supply or provide any such information documentation or details obtained from the Broker now or in the future to ANY other person other than the Broker, the Seller, the PURCHASER’s professional advisor/s and/or partner/s and or interested parties/nominees. In particular the PURCHASER undertakes not to discuss or inquire about the pending sale of the Business under ANY circumstances with ANY of the STAFF or PERSONNEL or the OIL COMPANY or any other person or party (with the exclusion of those persons/parties whether it be prior to visiting the Business or after visiting the Business). Should the PURCHASER breach this condition in any manner whatsoever, then the Seller shall have the right to immediately terminate any further communication with the PURCHASER and if necessary proceed with legal action against the PURCHASER for breach of confidentiality and may claim any damages and costs which the Seller might incur as a result of the breach. Furthermore, we as the Broker will also immediately suspend all further/future communications with the PURCHASER and if necessary proceed with legal action against the PURCHASER for breach of confidentiality and may claim any damages and costs which the Broker might incur as a result of the breach.
- PAYMENT OF COMMISSION BY SELLER
In terms of the mandate to sell the Businesses, the Seller is obliged to pay the Broker’s commission plus vat with the exception of clauses 4, 5 and 7 hereafter recorded.
- PRIVATE SALE BY PURCHASER
The PURCHASER fully understands and acknowledges the fact that if the PURCHASER is given any details by the Broker of a Business either by way of being furnished with a copy of the selling mandate or any written form and the PURCHASER is referred to, or shown any Business by the Broker or one of the Broker’s representatives and thereafter the PURCHASER or any person, party, close corporation, trust or company associated with the PURCHASER concludes a PRIVATE SALE directly with the Seller within 24 (twenty four) months, then in such event, the PURCHASER fully acknowledges and accepts the fact that the PURCHASER will be personally liable to the Broker for the full payment of commission plus vat. The commission due and payable will be 10% (ten per centum) of the full purchase price of the Business and shall be payable to the Broker on the date upon which the PURCHASER takes occupation of the Business. The PURCHASER fully acknowledges and accepts the fact that even if a private sale is concluded by the PURCHASER or by the PURCHASER’s nominee or to a Close Corporation or Partnership, Trust or Company in which the PURCHASER is Directly or In Directly associated, then in such event the PURCHASER will still be personally bound by the same provisions in respect of the payment for commission plus vat to the Broker. The PURCHASER also irrevocably undertakes and agrees to provide the Broker with a Copy of the Sale Agreement within 7 (seven) days of the Seller Signing such Sale Agreement. This Condition shall be a SPECIFIC OBLIGATION on the PURCHASER to FULLY comply with, within the prescribed 7 (seven) day period of time.
- INTRODUCTION OF THE SAME BUSINESS TO THE PURCHASER BY ANY OTHER BROKER, PERSON, PARTY, INDIVIDUAL OR THE OIL COMPANY
The PURCHASER further understands and acknowledges the fact that if the PURCHASER is given any details by the Broker of a Business either by way of being furnished with a copy of the selling mandate or written form and the PURCHASER is shown or referred to any Business by the Broker or one of the Broker’s representatives NOW OR IN THE FUTURE and the respective Oil Company or Seller or any other party, broker, or person subsequently offers the PURCHASER the SAME Business for sale after the PURCHASER has already been provided with a copy of the mandate or given any other written information of the Business by the Broker and within a period of 24 (twenty four) months from the date of signature hereof by the PURCHASER and the PURCHASER within this period elects to purchase the same Business either directly from the Oil Company or from the Seller or through any other party, broker or person, for whatever price, terms and/or conditions, then in that event, the PURCHASER acknowledges, undertakes and agrees to pay the Broker’s commission plus vat in full of 10% (ten per centum) of the purchase price of the Business within 3 (three) days of the PURCHASER receiving written approval from the Oil Company.
- INTRODUCTION OF THE PURCHASER BY THE BROKER DIRECTLY TO THE OIL COMPANY FOR ONE OF THEIR EXISTING OR A NEW BUSINESS/S
6.1 The PURCHASER undertakes to make himself/itself available to be interviewed by the Oil Company in respect of the sale of the Business.
- BROKER’S INITIATION
The PURCHASER fully understands and acknowledges and accepts the fact that should any of the events contained in clauses 4, or 5 above occur; it would be as a direct result of the Broker’s initiation and the cause of the introduction and referral of the PURCHASER to the Business and to the Oil Company by the Broker which resulted in the PURCHASER purchasing a particular Business. Accordingly, the Broker is therefore entitled to the full referral commission plus vat from the PURCHASER of the total purchase price of the Business as recorded in Clauses 4 or 5 above.
- PERSONAL DISCLOSURES – PROOF OF FUNDS
The PURCHASER agrees to provide documentary proof of funds to the Broker and Seller upon the submission of an offer:
8.1. This requirement is necessary for terms of the Oil Companies Policy Requirement, most Financial Institutions Requirements, The Sellers requirements as well as the Brokers Own Policy Requirement.
The PURCHASER agrees to provide the Broker with a Cash Deposit of 10% (ten per centum) of the Total Purchase Price of the Business on acceptance of any offer by the Seller within 7 (seven) days of such acceptance, which amount will be held by the Brokers Escrow trust account, and invested in an interest-bearing call deposit account and held pursuant to section 78(2A) of the Attorneys Act, 53 of 1979, in terms of an escrow agreement to be entered into between the Escrow, the Broker and the Parties and will be refunded to the PURCHASER with interest, if the PURCHASER is not satisfied with the results of any due diligence conducted on the Business or is not approved by the Oil Company/or the Landlord or is not approved by the Department of Minerals and Energy affairs for the Retail Trading Licence, whichever is applicable.
- BROKERS INDEMNITY
10.1 The PURCHASER acknowledges that it is the normal practice of the Broker to market and sell various Business businesses. The Broker’s primary function is to introduce the Parties to each other and to assist the Parties with advice, which advice is primarily intended to facilitate the smooth sale of the Business into the name of the PURCHASER. The Broker is, as such, a supplier of advisory services (as contemplated in the Consumer Protection Act, 68 of 2008) aimed at facilitating the successful completion of a sale between the SELLER and PURCHASER.
10.2 In conveying information regarding the Business, the Broker does so in his capacity as agent of the SELLER and the PURCHASER hereby expressly releases, discharges, and holds harmless the Broker (subject to applicable law) from any and all responsibility and/or liability in connection with the integrity of such information or for any action the PURCHASER may take with regard to this Business and the PURCHASER hereby accepts sole and final responsibility for the evaluation of such information or material or physical or other assets or price of the Business whether furnished by the Broker or by the SELLER. Furthermore, no representation relating to future competition, the future operation, future gross income, or future profitability has been or is being made by the Broker. The Broker shall, therefore, be held harmless, indemnified and released by the PURCHASER as it pertains to this Agreement regarding future legal actions.
10.3 The Brokers are not attorneys or tax advisors and cannot give advice regarding legal matters or tax matters. PURCHASER agree if legal or tax advice is desired they should contact an attorney and/or professional tax advisor.
- NO WARRANTY
All confidential information is provided “as is.” neither party makes any warranties, express, implied or otherwise, regarding its accuracy, completeness or performance.
- TOTAL ACCEPTANCE AND ACKNOWLEDGEMENT OF THIS AGREEMENT
The PURCHASER or the PURCHASER’s nominee or Close Corporation or Partnership, or Trust or Company in which the PURCHASER is presently associated has had adequate time to read and digest (and/or if necessary) discuss this whole agreement with his/her Financial/Legal Advisor/s and accordingly now fully acknowledges, understands and accepts the entire contents of this Agreement in its entirety and by clicking I Agree, the PURCHASER Personally binds HIMSELF to this Terms and Conditions.