(“Effective Date”) by and between the undersigned (henceforth referred to as the “Receiving Party”) and the owner of the real estate and business (“Disclosing Party”). Disclosing Party has retained C- Store Investments (“CSI”) as their advisor for the Purpose (as hereunder defined). Disclosure of the Seller name and property location will be provided upon signing this Agreement.
WHEREAS, Receiving Party understands that Disclosing Party may disclose certain of its Confidential or Proprietary Information to facilitate the discussion of a potential business transaction between the Disclosing Party and a potential third party, and in furtherance of said potential transaction;
NOW, THEREFORE, the Parties hereby agree to the following:
1. “Confidential Information” means all written or verbal proprietary information, know-how and data, technical or non-technical, disclosed to the Undersigned, or known by the Undersigned as a consequence of or through its relationship with the Company pursuant and throughout this Agreement, no matter what its source or origin, not generally known in the industry in which the Company is or may become engaged, about the Company’s financials and financial information, products, processes and services, including information relating to product/service makeup and ingredients, purchasing, marketing, merchandising and selling. Such information may include, without limitation, financial information, bank account, vendor, purchasing, Profit and Loss and other related information, processes, marketing and sales techniques, designs, models and concepts. All such Confidential Information disclosed to the Receiving Party in documentary form shall be plainly marked, stamped or otherwise identified contemporaneously as “CONFIDENTIAL”. The fact that this Agreement has been entered into with the Company shall be considered Confidential Information under this Agreement.
2. The parties agree that the Company’s disclosure is for the sole purpose of evaluating a possible sale of the business transaction between the parties in accordance with or using in whole or in part such Confidential Information.
3. The disclosure of the Confidential Information may be orally or in writing;
4. In consideration of such disclosure by the Company, for a period of five (5) years after the Receiving Party’s acceptance of it, the Receiving Party agrees not to disclose Confidential Information to any third party not affiliated with the Receiving Party by common ownership and then only under similar conditions of confidentiality, and not use it for any purpose, other than as described in this Agreement, unless Company agrees otherwise in writing or unless Receiving Party can demonstrate by competent documentary evidence that the disclosed information:
a. was known to the Receiving Party prior to the disclosure by Company; or
b. is or becomes publicly known through no fault or omission attributable to the Receiving Party; or
c. is given to the Receiving Party by a third party under no obligation of confidentiality to Company; or
d. is independently developed by Receiving Party without the aid, application or use of such Confidential Information, as established by a preponderance of documentary evidence.
5. The Receiving Party will disclose this Confidential Information only to those employees, who have a need to know of it as a part of the Receiving Party’s evaluation of the same and they shall hold such information in confidence pursuant to the terms of the Agreement just as they would the Receiving Party’s own confidential information, but in no event less than with reasonable care. The Receiving Party will disclose the Confidential Information only to those advisors, consultants and/or subcontractors who have a need to know of it as part of the Receiving Party’s evaluation, but only if they are subject to a Confidentiality Agreement with Receiving Party that covers the Confidential Information and is substantially similar to the terms and conditions of this Agreement.
6. The Receiving Party will make its evaluation as promptly as possible and upon completion of its evaluation, and on Company’s specific request, shall return to Company or certify in writing that it has destroyed all Confidential Information together with all copies thereof except for a single copy which Receiving Party may keep for the purpose of complying with paragraph 5 and for determining its continuing obligation pursuant to this Agreement. In any event, the Receiving Party shall, on Company’s specific request, return to Company or destroy all Confidential Information as described above, but said archival copy, one year from the date of final execution of this Agreement.
7. The Receiving Party further agrees that during the period of time that such information is to be treated as confidential under this Agreement, Receiving Party will not make any commercial use, in whole or in part of such Confidential Information, without Company’s prior written consent.
8. Each of the Disclosing Party and the Receiving Party, respectively, agrees that, except as required by federal or state securities or other applicable laws, it shall not disclose that the Parties have: (a) entered into this Agreement, or (b) entered into discussions relating to a potential business transaction.
9. Agreement shall be governed by and construed in accordance with the laws of the State of Maine without regard to conflict of law provisions, as applied to agreements among Maine residents entered into and to be performed entirely within Maine. In the event that any of the provisions of this Agreement shall be held by a court to be unenforceable, the remaining portions thereof shall remain in full force and effect.
10. This Agreement supersedes all prior discussions and writings, if any, and constitutes the entire agreement between Disclosing Party and Receiving Party with respect to the subject matter hereof. No waiver or modification of this Agreement shall be binding upon either Party unless made in writing and signed by both Parties.
11. All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, telegram, telex, telecopier, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment or receipt of electronic transmission. Notices shall be sent to the address set forth at the beginning of this Agreement or such other address as either party may specify in writing.
12. Each Party hereby acknowledges and agrees that in the event of any breach of this Agreement, including, without limitation, the actual or threatened disclosure of any of the Proprietary Information without the express written consent of Disclosing Party, Disclosing Party will suffer irreparable injury, such that no remedy of law will afford Disclosing Party adequate protection against, or appropriate compensation for, such injury. Accordingly, Receiving Party hereby agrees that, in addition to any remedy at law or equity as to which Disclosing Party may be entitled, Disclosing Party shall be entitled to specific performance of Receiving Party's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.
13. In the event any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing Party shall be paid by the other Party, in addition to all other amounts such prevailing Party is entitled to receive from the other Party, a reasonable sum for attorney's fees and costs.
MAINE REAL ESTATE LICENSEE
CONSUMER RELATIONSHIP DISCLOSURE
All real estate licensees must present this form to you at the first personal meeting with you to discuss a specific property. In the event this relationship changes, an additional disclosure must be provided and completed at that time.
CONSUMER INFORMATION AND RESPONSIBILITY: If you are a buyer or seller, you can engage a real estate licensee to provide advice, assistance, and representation to you as your agent. The real estate licensee can represent you as the seller (Seller's Agent) or represent you as the buyer (Buyer's Agent), or can assist you as a Facilitator.
All real estate licensees, regardless of the working relationship with a consumer must, by law, present properties honestly and accurately, and disclose known material defects in the real estate.
The duties of a real estate licensee do not relieve consumers of the responsibility to protect their own interests. If you need advice for legal, tax, insurance, zoning, permitted use, or land survey matters, it is your responsibility to consult a professional in those areas. Real estate licensees do not and cannot perform home, lead paint, or insect inspections, nor do they perform septic system, wetlands, or environmental evaluations.
Do not assume that a real estate licensee works solely for you unless you have an agreement for that relationship.
C- STORE INVESTMENTS, LLC AND ALL ITS AFFILIATED AGENTS REPRESENT THE SELLER IN THIS TRANSACTION.
SUE HILL, MAINE REAL ESTATE BROKER LICENSE #DB917563
RIVER’S EDGE REALTY, LLC MAINE LICENSE #AP90603806