Non-Disclosure Agreements
Confidentiality protects everyone in a business sale. Before we exchange sensitive information, we ask every party to sign the agreement that fits their role. Each agreement below can be signed electronically in about two minutes. Questions? Email ben.wagner@linqventures.com.
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Confidentiality Agreement: Prospective Sellers
For business owners exploring a sale or transition with LiNQ Ventures. Review the full agreement, then complete the form below to sign electronically.
CONFIDENTIALITY AGREEMENT: PROSPECTIVE SELLER
LiNQ Ventures, LLC | Sarasota, Florida
This Confidentiality Agreement (the "Agreement") is entered into between LiNQ Ventures, LLC, a Florida limited liability company ("LiNQ"), and the individual or entity accepting this Agreement electronically (the "Owner"). It is effective on the date the Owner submits the acceptance form below (the "Effective Date").
1. Purpose. The Owner is exploring a potential sale, recapitalization, or other transition of a business the Owner owns or controls (the "Company"). In connection with that evaluation, each party may disclose non-public information to the other. This Agreement protects that information in both directions.
2. Confidential Information. "Confidential Information" means all non-public information disclosed by either party, in any form, including: financial statements, tax returns, customer and supplier information, employee information, contracts, valuation analyses, deal terms, the identity of prospective buyers or counterparties, and the fact that the Owner is considering a transaction. Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was lawfully known to the receiving party before disclosure, (c) is received from a third party without breach of any obligation, or (d) is independently developed without use of the disclosing party's information.
3. Obligations. Each party agrees to (a) hold the other party's Confidential Information in strict confidence, (b) use it solely to evaluate and pursue the potential transaction, (c) not disclose it to anyone except representatives who need it for that purpose and who are bound by confidentiality obligations at least as protective as this Agreement, and (d) be responsible for any breach by its representatives.
4. LiNQ's Specific Commitments to the Owner. LiNQ will not disclose the Company's identity, financial information, or the fact that the Owner is considering a transaction to any prospective buyer or other third party until that party has signed a non-disclosure agreement and, where appropriate, provided a buyer profile. LiNQ markets businesses on a blind basis until an NDA is in place.
5. Non-Solicitation. For two years following the Effective Date, neither party will solicit for employment any employee of the other party with whom it had contact through this engagement, except through general solicitations not targeted at such employees.
6. Return or Destruction. Upon written request, each party will promptly return or destroy the other party's Confidential Information and certify destruction upon request, except for copies retained automatically in routine electronic backups or as required by law, which remain subject to this Agreement.
7. Term. This Agreement remains in effect for three years from the Effective Date. Obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.
8. No Obligation to Transact. Nothing in this Agreement obligates either party to enter into an engagement agreement or any transaction. No agency, brokerage, or advisory relationship is created by this Agreement alone.
9. Remedies. Each party acknowledges that a breach may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party is entitled to seek injunctive relief in addition to all other remedies.
10. Governing Law; Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sarasota County, Florida.
11. General. If any provision is held unenforceable, the remainder stays in effect. This Agreement is the entire agreement between the parties regarding its subject matter and may be amended only in a writing signed by both parties.
12. Electronic Acceptance. By completing the required fields, checking the acceptance box, and submitting this form, the Owner intends to sign and be bound by this Agreement. The Owner agrees that this electronic acceptance has the same force and effect as a handwritten signature under the Florida Electronic Signature Act and the federal E-SIGN Act, and represents that they have authority to bind the entity on whose behalf they are accepting.
Non-Disclosure Agreement: Prospective Buyers
For buyers who want to receive confidential information about businesses LiNQ represents. Review the full agreement, then complete the form below to sign electronically.
NON-DISCLOSURE AGREEMENT: PROSPECTIVE BUYER
LiNQ Ventures, LLC | Sarasota, Florida
This Non-Disclosure Agreement (the "Agreement") is entered into between LiNQ Ventures, LLC, a Florida limited liability company ("LiNQ"), acting on behalf of its seller clients, and the individual or entity accepting this Agreement electronically (the "Buyer"). It is effective on the date the Buyer submits the acceptance form below (the "Effective Date").
1. Purpose. LiNQ represents owners of businesses offered for sale (each, a "Company"). The Buyer wishes to receive confidential information about one or more Companies solely to evaluate a possible acquisition (the "Purpose").
2. Confidential Information. "Confidential Information" means all information concerning any Company furnished to the Buyer by LiNQ or the Company, in any form, including: the identity, name, and location of the Company; the fact that the Company is for sale; confidential information memoranda, financial statements, tax returns, customer and supplier information, employee information, contracts, projections, and all analyses or notes derived from such information. Confidential Information does not include information that (a) is or becomes public through no fault of the Buyer, (b) was lawfully known to the Buyer before disclosure, (c) is received from a third party without breach of any obligation, or (d) is independently developed without use of the Confidential Information.
3. Buyer Obligations. The Buyer agrees to (a) hold all Confidential Information in strict confidence, (b) use it solely for the Purpose, (c) not disclose it to anyone except the Buyer's professional advisors, lenders, and equity partners who need it for the Purpose, are informed of this Agreement, and agree to be bound by its terms (with the Buyer responsible for their compliance), (d) not copy or reproduce Confidential Information except as needed for the Purpose, and (e) promptly notify LiNQ of any unauthorized use or disclosure.
4. No Contact. The Buyer will not contact any Company's owners, employees, customers, suppliers, vendors, landlords, or lenders, and will not visit any Company location in a manner that could reveal a potential transaction, without LiNQ's prior written consent. All communications, questions, and requests must be directed through LiNQ.
5. Non-Solicitation. For two years following the Effective Date, the Buyer will not, directly or indirectly, solicit for employment any employee of any Company about which it received Confidential Information, and will not solicit any such Company's customers or suppliers to terminate or alter their relationship with the Company, except through general solicitations not targeted at them. This restriction does not apply to any Company the Buyer actually acquires.
6. Non-Circumvention. The Buyer will not attempt to negotiate or complete a transaction with any Company introduced by LiNQ except through LiNQ. If the Buyer completes a transaction with a Company introduced by LiNQ within two years of the Effective Date, whether structured as a purchase of assets, equity, merger, or otherwise, LiNQ's fee arrangement with its client remains protected, and the Buyer will not induce the seller to circumvent it.
7. No Representations. Neither LiNQ nor any Company makes any representation or warranty as to the accuracy or completeness of the Confidential Information. All information is provided as a convenience for preliminary evaluation. The Buyer is responsible for its own due diligence, and only representations in a signed definitive purchase agreement will have legal effect.
8. Buyer Profile. Upon LiNQ's request, the Buyer will provide a buyer profile including background, source and proof of funds, transaction history, and acquisition timeline. LiNQ may decline to provide or may discontinue access to Confidential Information at its sole discretion.
9. Return or Destruction. Upon LiNQ's written request or upon deciding not to pursue a transaction, the Buyer will promptly return or destroy all Confidential Information, including notes and analyses derived from it, and certify destruction upon request, except for copies retained automatically in routine electronic backups or as required by law, which remain subject to this Agreement.
10. Term. This Agreement remains in effect for three years from the Effective Date. Obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.
11. Remedies. The Buyer acknowledges that a breach may cause irreparable harm to LiNQ and its clients for which monetary damages are inadequate, and that LiNQ and each affected Company are entitled to seek injunctive relief in addition to all other remedies. Each Company about which the Buyer receives Confidential Information is an intended third-party beneficiary of this Agreement.
12. Governing Law; Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sarasota County, Florida.
13. General. If any provision is held unenforceable, the remainder stays in effect. This Agreement is the entire agreement between the parties regarding its subject matter and may be amended only in a writing signed by both parties.
14. Electronic Acceptance. By completing the required fields, checking the acceptance box, and submitting this form, the Buyer intends to sign and be bound by this Agreement. The Buyer agrees that this electronic acceptance has the same force and effect as a handwritten signature under the Florida Electronic Signature Act and the federal E-SIGN Act, and represents that they have authority to bind the entity on whose behalf they are accepting.
Non-Disclosure Agreement: Third-Party Advisors
For CPAs, attorneys, lenders, wealth managers, and consultants assisting a client in a transaction involving LiNQ. Review the full agreement, then complete the form below to sign electronically.
NON-DISCLOSURE AGREEMENT: THIRD-PARTY ADVISOR
LiNQ Ventures, LLC | Sarasota, Florida
This Non-Disclosure Agreement (the "Agreement") is entered into between LiNQ Ventures, LLC, a Florida limited liability company ("LiNQ"), and the individual or firm accepting this Agreement electronically (the "Advisor"). It is effective on the date the Advisor submits the acceptance form below (the "Effective Date").
1. Purpose. The Advisor (for example, a CPA, attorney, lender, wealth manager, or consultant) is assisting a client who is buying or selling a business in a transaction involving LiNQ (the "Client" and the "Transaction"). LiNQ may provide the Advisor confidential information solely so the Advisor can advise the Client on the Transaction (the "Purpose").
2. Confidential Information. "Confidential Information" means all non-public information furnished to the Advisor by LiNQ or any party to the Transaction, in any form, including: the identity of any business offered for sale and the fact that it is for sale; confidential information memoranda, financial statements, tax returns, customer, supplier, and employee information, contracts, valuations, deal terms, and the identities of other parties to the Transaction; and all analyses or notes derived from such information. Confidential Information does not include information that (a) is or becomes public through no fault of the Advisor, (b) was lawfully known to the Advisor before disclosure, (c) is received from a third party without breach of any obligation, or (d) is independently developed without use of the Confidential Information.
3. Advisor Obligations. The Advisor agrees to (a) hold all Confidential Information in strict confidence, (b) use it solely for the Purpose and for no other client, engagement, or business activity, (c) not disclose it to anyone other than the Client and the Advisor's personnel who need it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement (with the Advisor responsible for their compliance), and (d) promptly notify LiNQ of any unauthorized use or disclosure. These obligations supplement, and do not replace, any professional duty of confidentiality the Advisor owes the Client.
4. No Contact. The Advisor will not contact any subject business's owners, employees, customers, suppliers, vendors, landlords, or lenders regarding the Transaction without LiNQ's prior written consent. Communications regarding the Transaction must be directed through LiNQ or as LiNQ directs.
5. Non-Solicitation. For two years following the Effective Date, the Advisor will not, directly or indirectly, solicit for employment any employee of any business about which it received Confidential Information, and will not solicit such business's customers or suppliers to terminate or alter their relationship with that business, except through general solicitations not targeted at them.
6. Non-Circumvention. The Advisor will not use Confidential Information to pursue, broker, or facilitate a transaction involving any subject business outside of LiNQ's engagement, and will not introduce the subject business to other buyers, sellers, or intermediaries without LiNQ's prior written consent.
7. No Representations. Neither LiNQ nor any party to the Transaction makes any representation or warranty to the Advisor as to the accuracy or completeness of the Confidential Information. The Advisor's clients remain responsible for their own due diligence.
8. Return or Destruction. Upon LiNQ's written request or upon conclusion of the Advisor's engagement with the Client, the Advisor will promptly return or destroy all Confidential Information, including notes and analyses derived from it, and certify destruction upon request, except for copies the Advisor must retain under applicable law or professional standards or that reside in routine electronic backups, which remain subject to this Agreement.
9. Term. This Agreement remains in effect for three years from the Effective Date. Obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law.
10. Remedies. The Advisor acknowledges that a breach may cause irreparable harm to LiNQ and the parties to the Transaction for which monetary damages are inadequate, and that LiNQ and each affected party are entitled to seek injunctive relief in addition to all other remedies. Each business about which the Advisor receives Confidential Information is an intended third-party beneficiary of this Agreement.
11. Governing Law; Venue. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sarasota County, Florida.
12. General. If any provision is held unenforceable, the remainder stays in effect. This Agreement is the entire agreement between the parties regarding its subject matter and may be amended only in a writing signed by both parties.
13. Electronic Acceptance. By completing the required fields, checking the acceptance box, and submitting this form, the Advisor intends to sign and be bound by this Agreement. The Advisor agrees that this electronic acceptance has the same force and effect as a handwritten signature under the Florida Electronic Signature Act and the federal E-SIGN Act, and represents that they have authority to bind the firm on whose behalf they are accepting.