Prospective Buyer Agreement
As a requirement to obtaining confidential information from Accounting Practice Sales, Inc., Accounting Practice Sales II, Inc. and any of the associated independent brokers or franchisees (collectively “APS”) regarding a practice or practices that are seeking buyers (“Practice”), the undersigned Prospective Buyer acknowledges and agrees as follows:
1. Information is being furnished by APS and by a practice owner or owners represented by APS ("Owner") solely in connection with Prospective Buyer’s consideration of the acquisition of a Practice (the “Proposed Transaction”). Such information shall be treated as “secret” or “confidential” and no portion of it shall be disclosed to others, except to those of Prospective Buyer’s employees and agents whose knowledge of the information is required for Prospective Buyer to evaluate the Proposed Transaction and who assume the same obligations under this Agreement. Prospective Buyer hereby assumes full responsibility for the compliance of such employees or agents to the terms of this Agreement. "Information" means all oral or written data, including any form of information in computer-readable format, as well as written reports, forms or any other hardcopy obtained from APS or the Owner, including the name, the address, the knowledge that the Practice may be considering a sale or funding, or even the fact that information has been provided. Confidential information does not include any information that is, or becomes, readily available to the public.
2. Prospective Buyer will not interfere with any business of a Practice through the use of any information or knowledge acquired under this Agreement nor use any such information for its own account. Should Prospective Buyer decide not to pursue the Proposed Transaction, Prospective Buyer must promptly advise APS of the fact and deliver to APS all confidential information furnished to Prospective Buyer without keeping copies, summaries, analyses or extracts thereof.
3. No representations or warranties are being made by APS as to the completeness or accuracy of any information provided to Prospective Buyer and any and all representations and warranties shall be made solely by an Owner in a signed acquisition or purchase agreement and then be subject to the provisions thereof. Should any representations of the Owner be untrue, Prospective Buyer agrees to look solely to the Owner for relief and shall release, hold harmless, indemnify, and defend APS from any such claims.
4. APS does not provide legal representation and Prospective Buyer must engage its own attorney in any Proposed Transaction. Prospective Buyer has responsibility to perform at its own expense a due diligence investigation of the Practice prior to any type of acquisition.
5. A broker or franchisee associated with APS is representing the Owner with regard to a Proposed Transaction and the broker or franchisee is to receive at closing the fees specified in a consulting or listing agreement signed by the Owner. All contact and negotiations with an Owner will be carried out only through approval of APS and Prospective Buyer will not enter into any arrangements with an Owner that would circumvent the fees due to the broker or franchisee.
6. The Practice and its Owner are also parties and beneficiaries whose rights are being protected and they may enforce the terms of this Agreement as if they were parties to the Agreement. The Practice and its Owner shall be entitled to pursue any remedy at law or in equity for any breach or threatened breach of this Agreement. Injunctive relief may be granted without the Practice or its Owner posting a bond. In the event any action, suit or legal proceeding is commenced to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to reasonable legal and attorney’s fees.
7. To the best of its knowledge, Prospective Buyer has the knowledge, skill and experience to successfully own and operate an accounting or tax business. Prospective Buyer understands the economic risk of such ownership and that the risk can be considerable, even to the point of failure of the business.
8. This Agreement encompasses the entire agreement of the parties. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
9. If Prospective Buyer is a business entity, the undersigned officer or agent has full authority to enter into this Agreement on behalf of the business entity, and further agrees to be personally bound by the terms and conditions contained herein.