This Agreement is entered into between Prospect

1. All Information received by Prospect regarding a Seller, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided is proprietary and confidential.
2. Prospect shall protect the confidentiality of all Information; especially the identity of Seller must be kept secret. If Prospect elects not to purchase Seller’s business, Prospect shall immediately return and/or destroy all Information about Seller.
3. Prospect shall use the Information solely for evaluating the Transaction and not for any competitive or other purpose.
4. Prospect shall share the Information only with Representatives: advisors, employees and family members who are informed of this Agreement and agree to be bound by its terms as a party hereto (“Representatives”). Prospect shall be fully liable for any breach of the Agreement by its Representatives.
5. Prospect shall conduct all negotiations with regard to any Seller only through Broker, and Prospect shall not contact Seller, or Seller’s employees, customers, competitors, suppliers, or landlords except through Broker. If Prospect shall have some legitimate business or personal reason, other than as relates to this Agreement, to communicate with Seller’s employees, customers, competitors, suppliers or landlords, Prospect may so communicate; however, Prospect must maintain confidentiality as it relates to this Agreement in such communications.
6. Prospect shall not solicit or hire Seller’s employees; provided that this restriction shall not apply to any employee of Seller who responds to a general solicitation by Prospect regarding employment opportunities in the ordinary course of Buyer’s business (such as job advertisements in a newspaper or website of general circulation).
7. Prospect shall inform Broker immediately if Prospect or its Representatives are employees of, or associated with, a Seller, or a Seller’s suppliers, customers, or competitors.
8. Prospect and its Representatives are not affiliated in any manner with or representing any governmental, administrative or investigative agency.
9. All Information provided to Prospect was provided to Broker from Seller and is without verification by Broker. Broker makes no warranty, express or implied, as to the truth, accuracy or completeness of any Information, and recommends that Prospect make an independent verification of such Information prior to closing on a purchase. Prospect assumes full responsibility for its reliance on such Information and expressly waives all rights of recourse, if any, against Broker.
10. In the event of Prospect’s direct or indirect breach of this Agreement, Seller and Broker would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, in addition to any other remedy to which it may be entitled at law or inequity, Seller and/or Broker shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damage) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement. Prospect shall reimburse Seller and Broker for all costs and expenses, including attorney's fees, for attempting to enforce the obligations of Prospect or its Representatives hereunder. Furthermore, Prospect shall indemnify Seller and Broker for any loss, claim, or damage incurred as a result of Prospect’s breach of the terms of this Agreement.
11. Prospect herby gives informed consent and authorizes Broker to share with Seller the details of its communications with Broker. However, if Prospect requests that specific details not be disclosed, Broker shall not disclose, unless disclosure is required by law or failure to disclose such details would constitute fraud or dishonest dealing.
12. If a court of competent jurisdiction declares any provision of this Agreement invalid or unenforceable, the remainder of the Agreement shall remain fully enforceable. To the extent a court concludes that any provision of this Agreement is void or voidable, the court shall reform such provisions to render the provisions enforceable, but only to the extent absolutely necessary to render the provisions enforceable and only in view of the parties' express desire that Seller and Broker be protected to the greatest extent possible from improper competition and/or Prospect’s misuse or disclosure of the Information.
13. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Prospect agrees that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in Larimer County District Court located in Fort Collins, Colorado. Prospect hereby irrevocably and unconditionally consents to the jurisdiction of the Larimer County District Court, and hereby irrevocably and unconditionally waives any objection to the venue in such court.
14. This Agreement may be executed by Prospect’s on-line acceptance through Broker’s website, facsimile, and in counterparts, each of which shall be deemed to be an original and off of which together shall be deemed to be one and the same instrument.
15. Broker and Seller intend to furnish Information only to Prospects who are financially qualified to complete a Transaction. Prospect certifies that Prospect is capable of providing a cash down payment of at least the following through cash reserves and/or leveraging or liquidating Prospect’s current personal and business assets –NOT including the assets of Seller.