Non-disclosure and Confidentiality Agreement
1. CONFIDENTIALITY: The undersigned (“Potential Buyer”) understands that, in order to evaluate the practice opportunity being presented to him/her, certain confidential information (collectively, “Confidential Information”) will be presented to the Potential Buyer that is the exclusive right and interest of a particular selling practice and its owner(s), employees and agents (collectively, the “Practice” or “Broker’s Client”).The Confidential Information extends to the Practice through this Agreement and is intended to protect the privileged information, patient lists, and privacy of the Practice. The Potential Buyer understands and agrees that revealing or disclosing the Confidential Information or discussing such information with a third party, other than as allowed by this Agreement, will damage the Practice and Xite Acquisitions Series, LLC, a series of Xite Realty, LLC, and its subsidiaries and affiliates (collectively, the “Broker”). The Potential Buyer agrees not to disclose to another party, other than the Potential Buyer’s professional advisors who will be instructed prior to dissemination of any such information to keep all such information strictly confidential and be held to the legally binding language herein, the name of Broker’s Client or any of the information concerning the practice including, but not limited to, income tax statements, profit and loss statements, financial documents, patient information of any kind (patient lists, contact information, dental records, etc.), or any other written or oral information provided to the Potential Buyer regarding Broker’s Client(s), their practice, or the patients of their practice. Furthermore, the Potential Buyer agrees not to make copies of the information provided by Broker, and, upon request, to immediately return all information conveyed to him/her by Broker, Broker’s Client, agents, employees, or independent contractors of Broker’s Client, or any financial institutions involved in the transaction.
2. NON-DISCLOSURE: Broker is an agent of Broker’s Client and does not represent the Potential Buyer and owes the Potential Buyer no duties or obligations other than as may be prescribed by applicable laws. The Potential Buyer agrees and understands this limited role of Broker in any and all transactions with Broker. Broker may assist the Potential Buyer but must place the interests of Broker’s Client first and foremost. The Potential Buyer agrees not to disclose to the Broker any information that the Potential Buyer would not otherwise want to be disclosed to Broker’s Client as Broker must disclose any material information known to Broker to Broker’s Client. Any information presented to the Potential Buyer has been obtained from sources believed reliable. However, Broker, makes no guarantees, warranties, or representations as to the completeness or accuracy thereof. Any information or advice presented to the Potential Buyer by Broker is not intended to be legal advice and should not be relied upon as such. The Potential Buyer is advised to consult with their own attorney, tax advisor/CPA and other professionals for information concerning their individual legal and tax situation.
3.ACKNOWLEDGEMENT: The Potential Buyer will fully and carefully investigate and satisfy himself/herself as to the condition of any presented practice opportunity. The Potential Buyer understands that any information or statements presented or made by Broker do not constitute a warranty or guarantee to the Potential Buyer with respect to the income, profitability, or ongoing nature of any practice opportunity.
The Potential Buyer acknowledges, understands, and agrees to make any and all inquiries about any presented practice opportunity exclusively through Broker. Any direct contact with Broker’s Client shall be done only with the express consent of Broker. The Potential Buyer acknowledges, understands, and agrees that, should Broker refer the Potential Buyer to a service provider (such as a lender, for example) or to Broker’s Client, Broker may receive compensation from the service provider or Broker’s Client for the referral. The Potential Buyer agrees, represents and warrants that any purchase of any practice opportunity will be made as a result of the Potential Buyer’s independent inspection and judgment of such opportunity and not as a result of any representations made to the Potential Buyer by Broker.
4. EXCLUSIVE AGREEMENT: This Agreement shall constitute the exclusive agreement of the parties hereto with respect to the subject matter hereof, and shall supersede all prior agreements, whether oral or written, or understandings of the parties hereto with respect thereto. This Agreement may only be modified or amended in writing signed by both Broker and the Potential Buyer.
5. GOVERNING LAW: This Agreement shall be construed and interpreted in accordance with and shall be governed by the laws of the State of Texas. The Potential Buyer agrees and consents to the exercise of personal jurisdiction over the Potential Buyer by the state and federal courts of the State of Texas. Any legal action to enforce or interpret this Agreement or legal action related to this Agreement will be brought exclusively in the following federal or state courts in the following Texas counties: Bexar County, Travis County, Dallas County or Harris County, Texas and may not be removed by a party to any other jurisdiction for a claim of forum non-conveniens or other legal complaint.
6. COUNTERPARTS: An electronic copy or PDF signature by each party to this Agreement shall be valid as an original for all purposes and shall be legally binding.
IN WITNESS WHEREOF, this Agreement is entered into and agreed to by the parties on the Effective Date.
Xite Acquisitions Series, LLC, a series of Xite Realty, LLC,
a Texas series limited liability company
Xite Realty, LLC
801 E. Campbell Rd.
Richardson, Texas 75081