BEACON CORPORATION, BROKERAGE
An Ontario corporation registered as a broker under the Real Estate and Business Brokers Act (Ontario) that carries on business from:
5300 Yonge Street, Suite 205
Toronto, Ontario, M2N 5R2
Messrs. M. Will Fischtein and Alex G. Shteriev,
(referred to herein as “Beacon”)
(referred to herein as the “Buyer”)
WHEREAS Beacon represents clients (“Clients” or a “Client”) seeking to sell businesses (the “Businesses”);
AND WHEREAS the Buyer is seeking information about these Businesses with a view to potentially purchasing them;
AND WHEREAS it is the intention of the parties that any information and interaction between Beacon and the Buyer be governed by the terms of this confidentiality and non-disclosure agreement (the “Agreement”)
NOW THEREFORE it is hereby agreed as follows:
1. Non-Disclosure: The Buyer shall keep all Confidential Information confidential and shall not use or disclose said information except as contemplated in this Agreement. In consideration of Beacon disclosing same, the Buyer shall only use Confidential Information to evaluate the Businesses and negotiate an agreement of purchase and sale with one of the Beacon’s Clients. The Buyer may not disclose the Confidential Information to any person or entity save and except for its lawyers, accountants, tax advisors and other professionals subject to confidentiality obligations at law, equity or by statute. The Buyer may only disclose the Confidential Information to other persons with the written consent of Beacon and the Client(s).
2. Non-Circumvention: The Buyer hereby acknowledges and agrees that Beacon the sole party authorized to communicate with the Client in connection with the Businesses. Save and except with the prior written consent of Beacon, the Buyer may not approach the Client directly or communicate with the Client indirectly, in any manner in connection with the Businesses (whether or not in connection with a potential purchase and sale). Beacon hereby reserves the right to withhold its consent at its sole and absolute discretion.
3. Non-Solicitation: It is the intention of the parties that the sole purpose for Beacon allowing the Buyer access to the Confidential Information is to evaluate the Businesses with a view to purchasing them. After gaining access to the Confidential Information, the Buyer, for a period of two years, shall not indirectly or directly:
(a) solicit a customer or other revenue source of the Client for the purpose of diverting him, her or it to an organization that Competes with the Client; or
(b) approach a customer, employee, independent contractor, licensee, supplier or other person providing revenue, property or services to the Client for the purpose of inducing such person to terminate his, her or its relationship with the Client; or
(c) attempt to induce or encourage the Client to terminate the Client’s relationship with Beacon.
Despite the foregoing, the Buyer may engage in the activity above with the written consent of Beacon and the Client, which either of those parties may withhold in their sole and absolute discretion without reason or explanation.
4. Components of Agreement: The parties hereto agree that this Agreement shall consist of this main body plus the standard terms and conditions applicable to his Agreement (“NDA Terms and Conditions”), which Beacon makes available on its website (https://www.beaconbrokerage.ca/terms-and-conditions/). The Buyer acknowledges and agrees that those NDA Terms and Conditions may be amended by Beacon from time to time at any time, and the most up-to-date version made available on the website shall be the terms which apply. This main body plus the NDA Terms and Conditions shall be read and construed as a single contract binding on all the parties hereto.
5. Signatures: This Agreement may be signed in paper form, by facsimile signature or by electronic signature in accordance with section 11 of the Electronic Commerce Act, 2000 (Ontario). It may also be signed in one or more counterparts and, once signed, can be delivered electronically, personally, by facsimile or by e-mail of the signing page and pages requiring initials in Adobe® Portable Document Format (PDF). Each counterpart shall be considered binding on the signatory thereto and when put together shall constitute a single instrument.
Agreed as of the date set out below: