Note:
This Agreement will allow us to provide you with information on practices we are currently working on, as well as any new listings in the future. We will not need additional agreements for future practice listings. Please be sure to complete our questionnaire so we can properly match your search parameters.
By signing and accepting the terms and conditions herein prospective purchaser (herein “Buyer” or “Recipient” or “Receiving Party”) hereby requests confidential information on practices for sale (Seller” or plural “Sellers”) represented by Practice Concepts, herein referred to “Agent”, both presently and from this time forward. Seller and Agent shall be collectively or individually referred herein as “Disclosing Party”. Such disclosure may encompass anything from merely the name of the practice to highly detailed operational data. In consideration for Agent having first provided such information to the Buyer, Buyer agrees to:
1) Not divulge or disclose the terms of any agreement, financials, statements, tax returns, emails or other information which has been received orally or in writing except (i) as may be necessary in connection with an application for a loan, or (ii) to a party’s legal or financial advisors, or (iii) with prior written consent. When such disclosure is made Buyer agrees to (a) mark any all copies provided to a lender, advisor or other person with the word “CONFIDENTIAL” and inform them of the existence and requirements of this confidentiality agreement, (b) keep track of all recipients (also collectively referred to as “Receiving Party or “Recipient”) of any information and (c) provide Agent with the names and contact information of all such parties who have received any information. Upon request of Agent or in the case that Buyer does not purchase, then Buyer shall immediately (within 10 days) return any information or destroy and delete any email correspondence received by Buyer’s or any recipient of Buyer and shall acknowledge this in writing to Agent.
2) Buyer acknowledges that the information provided, as well as each Seller’s interest in selling and effecting any other transactions contemplated hereby, are very sensitive information that has not been publicly disclosed. Buyer further acknowledges that at no time shall any information or the fact that a practice is for sale be disclosed to any Seller’s employees, other colleagues, patients, and referral sources or anyone else except as provided in section (1).
3) To conduct ALL further inquiry and correspondence regarding the disclosed practice opportunity(s) exclusively through the offices of Practice Concepts. At no time shall the Buyer contact the Seller, his employees, suppliers, customers, landlords or legal advisors by phone, in writing or by personal contact without the express written permission of Practice Concepts or the Seller.
4) Buyer shall not solicit employees of Seller to work for anyone other than Seller. Buyer shall not contact or solicit the landlord and shall not contact landlord to negotiate a space unless it is in regards to the purchase of Seller’s practice
5) The Buyer(s) certify that the purpose of their inquiry about all information is for legitimate purposes.
6) Buyer agrees that its obligations provided in this Agreement are necessary and reasonable in order to protect the Disclosing Party and its business, and Buyer expressly agrees that monetary damages would be inadequate to compensate Disclosing Party for any breach by the Buyer or Receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, Buyer agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without the necessity of proving actual damages. If there is any litigation between the parties which concerns this Agreement in any way, then the court shall award its legal fees to the prevailing party.
7) This Agreement shall survive in perpetuity from the date of this Agreement.
8) Unless otherwise agreed in writing by Agent and the Buyer(s) hereto, the Seller is to pay the brokerage commission per their separate agreement with Practice Concepts as the Seller’s agent. However, should the Buyer herein (company, employee or otherwise) act directly or indirectly to circumvent Practice Concepts’ right to a commission or abide by the terms of this Agreement, it is hereby understood that the Buyer will be personally liable for the brokerage fee and any of Agent’s legal expense in enforcing the Agent’s rights to collect such fee.
9) Practice Concepts (“Broker”) as the Broker may represent more than one buyer or seller. This multiple representation can occur through any associates acting for the Broker. The associates may be working out of the same office or different office locations. Broker may be working with many prospective buyers at the same time. These prospective buyers may have an interest in, and make offers on the same properties. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Broker may have several listings at the same time. As a result Broker will attempt to find buyers for each listing. Some listings may appeal to the same prospective buyers. Some listings may attract more prospective buyers than others. Buyer understands that Broker may represent more than one buyer or seller or both and even both buyer and seller on the same transaction. Buyer acknowledges that Broker may represent sellers of listings that Buyer is interested in acquiring. In the event of a dual agency Buyer agrees that: (a) Broker, without the prior consent of the Buyer, will not disclose to Seller that the Buyer is willing to pay a price greater than the offered price; (b) Broker, without the prior consent of the Seller, will not disclose to Buyer that the Seller is willing to sell property at a price less than the listing price; and (c) other then as set forth in (a) and (b) above, a Dual Agent is obligated to disclose known facts materially affecting the value or desirability of the property to both parties.
10) Expressly releases, waives, discharges, and holds harmless Practice Concepts and its agents or employees from any and all responsibility and/or liability in connection with the accuracy of the information provided to Purchaser by Practice Concepts regarding prospective practices for sale. Buyer accepts sole and final responsibility for the evaluation of such information or material or physical or other assets or price of the practice whether furnished by Agent or by Seller or by Seller’s representatives and Buyer further hereby acknowledges his/her responsibility to perform a “due diligence” investigation into all material aspects of the operation and finances of the prospective practices at his or her own cost and expense prior to any acquisition. Purchaser is encouraged to retain his/her own accountant, attorney and/or practice consultant to assist in the practice evaluation, negotiation and sale process.
11) Performance and construction of this Agreement shall be in Orange County, California and shall be governed by the laws of California. No other claims may ever be filed in any other jurisdiction.
12) This Agreement shall be binding upon Buyer, their heirs, executors, assigns, administrators, and representatives.
DISCLAIMER – All information and materials provided by Practice Concepts to prospective purchasers have been initially provided by each of our clients, the Seller. Our clients believes the information to be true and accurate. However, accuracy is not guaranteed and all information should not be considered complete. While statements may be presented concerning a matter of opinion, whether or not so identified, they are only statements of opinion and should not be construed to be fact. Practice Concepts MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED. All information provided is for confidential use and is used solely for the purpose of evaluating the practice as a potential purchaser. Buyer understands that Practice Concepts will not provide any legal, accounting or tax advice to Buyer.
By signing and checking the acceptance box, Buyer agrees to the terms and conditions herein.