Nondisclosure Agreement (Standard Confidentiality NDA)

NONDISCLOSURE AGREEMENT (STANDARD CONFIDENTIALITY NDA)

(Print Name)_____________________ individually and as ____________________________ of_______________________, their employees, agents, representatives, successors and affiliates, herein collectively known as PROSPECT, acknowledges and agrees that PROSPECT approached STENTON LEIGH BUSINESS RESOURCES, INC. ("BROKER" or "LISTING BROKER"), and that it was the first to advise PROSPECT of the availability of and details concerning the following business opportunity and real property:

(1)___________________________________(2)______________________________________

(3)___________________________________(4)______________________________________

PROSPECT understands and agrees that all dealings concerning said business opportunity will be handled through Listing Broker, herein known as BROKER and that BROKER WILL BE PAID FOR ITS SERVICES BY THE SELLER.  PROSPECT further agrees that information received with respect to the above-mentioned opportunity will be kept in strict confidence, will not be used to compete with the Seller and that PROSPECT shall not disclose this information to any person, excluding those parties specifically involved in the transaction itself and the PROSPECT's sole purpose in seeking information about the business is to purchase a business.  In the event that PROSPECT violates this confidentiality covenant or any other covenant herein with respect to seller, both BROKER and said seller shall be entitled to all remedies provided by law, including, but not limited to, injunctive relief and damages.  BROKER shall be deemed to include all and any other brokers with whom STENTON LEIGH BUSINESS RESOURCES, INC. is co-operating.

All data on business opportunities are provided for information purposes only.  No representation is made by BROKER as to the accuracy of the data provided.  BROKER encourages PROSPECT to thoroughly review and independently verify to PROSPECT's own satisfaction that the data provided are substantially representative of the business activity of the seller and can be relied upon when considering the purchase of said firm.  PROSPECT acknowledges that PROSPECT has been advised to seek the independent counsel of an attorney and/or an accountant to verify the information supplied to BROKER by Seller and to examine any and all applicable documentation relevant to the transaction.

In the event that PROSPECT discloses the availability of said designated business opportunity to any third party and this third party purchases the business without the BROKER, then PROSPECT, in addition to the remedies specified hereinabove, will also be responsible for the payment of BROKER's compensation.

PROSPECT agrees that he will not within two years from this date deal directly or indirectly with the Seller without the BROKER's written consent and should the PROSPECT do so and a sale, lease or other financial arrangement, including leasing the Seller's premises from the Seller or Landlord is consummated, the PROSPECT shall be liable, jointly and severally, with the Seller to the BROKER, for all and any damages which the BROKER may suffer including but not limited to the compensation which would have been payable on the listed selling price or minimum compensation, whichever is greater.

This Contract shall be governed by the laws of the State of Florida and the parties and the BROKER specifically and irrevocably agree to submit any controversy or claim arising out of or relating to this Contract, or the breach thereof, to resolution by arbitrations in accordance with the commercial arbitration rules of the American Arbitration Association (A.A.A.).  A judgment upon any award rendered by the arbitrators shall be entered by a court having subject matter jurisdiction therein and all parties expressly waive any challenge to the use of arbitration in accordance with this Paragraph.  The parties hereto agree that jurisdiction and venue for the entry of judgment upon said arbitration award shall be in Palm Beach County, Florida.  The arbitrators are directed to award the expenses of the arbitration, including required travel and other expenses of the arbitrators and any representatives of the arbitrators' costs, the costs and charges of the American Arbitration Association, all reasonable attorney's fees and costs, to the prevailing party in the arbitration.  In such event, no action shall be entertained if filed more than one year subsequent to the date the cause(s) of action actually occurred regardless of whether damages were otherwise as of said time calculable.  The BROKER shall be entitled to all information and copies of all documents relating to the arbitration from both the Arbitrator and the parties.

TRANSACTION BROKER NOTICE FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TO PURCHASERS AND SELLERS THEIR ROLE AND DUTIES IN PROVIDING A LIMITED FORM OF REPRESENTATION.

As a transaction broker, Stenton Leigh Business Resources, Inc. (SLBR), provides
to you a limited form of representation that includes the following duties:

1. Dealing honestly and fairly;
2. Accounting for all funds;
3. Using skill, care, and diligence in the transaction;
4. Disclosing all known facts that materially affect the value of the real property and are not readily observable
   to the purchaser;
5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee
   otherwise in writing;
6. Limited confidentiality, unless waived in writing by a party. This limited confidentiality will prevent disclosure
   that the seller will accept a price less than the asking or listed price, that the purchaser will pay a price greater than the price submitted in a written offer, of the motivation of any party for selling or buying property, that a seller or purchaser will agree to financing terms other than those offered, or of any other information requested by a party to remain confidential; and Any additional duties that are entered into by this or by separate written agreement.

Limited representation means that a purchaser or seller is not responsible for the acts of the licensee. Additionally, parties are giving up their rights to the undivided loyalty of the licensee. This aspect of limited representation allows a licensee to facilitate a real estate transaction by assisting both the purchaser and the seller, but a licensee will not work to represent one party to the detriment of the other party when acting as a transaction broker to both parties.

This AGREEMENT shall be governed by the laws of the State of Florida. In the event of any dispute or issue under or arising out of this AGREEMENT or the subject matter of the AGREEMENT, the parties agree that the dispute or issue shall be resolved by the Circuit Court of Escambia County, Florida and all parties hereby submit and agree to the jurisdiction of this Court. In the event of any breach or default (whether actual or threatened) under this AGREEMENT, by PROSPECT or any of them if more than one, BROKER may pursue any or all of its rights and remedies under this agreement and under Florida law, including obtaining immediate injunctive relief in addition to monetary damages and all other remedies and relief allowed under law. This AGREEMENT constitutes the entire agreement between and among the parties hereto, supersedes all previous agreements between them, and shall not be modified except in writing executed by the parties.

The PROSPECT shall be deemed to be a party to this document insofar as needs be. A scanned, faxed or electronically transmitted copy of this document and any signatures shall be considered for all purposes as originals.  The PROSPECT acknowledges receiving a copy of this document.