As consideration for HWH Properties (“HWH”) providing me with information pertaining to businesses and assets, including any leasehold interests, furnishings, fixtures, and/or equipment available for purchase, including any combinations thereof (the “Available Assets”), I will, for a period of two years following my receipt of such information: (1) maintain all information furnished to me by HWH as confidential and not disclose or reveal any such information; (2) not directly or indirectly purchase, acquire, or exercise control over any Available Assets without the active involvement and knowledge of HWH; (3) not visit, contact, or communicate with any person who may have any interest in any Available Assets; (4) not contact or communicate with any employees or representatives of any person who may have any interest in any Available Assets; (5) not communicate with or have any contact with any vendors who may supply materials, inventory, or supplies for use in the subject business; (6) not communicate with or have any contract with any employees of the subject business; and (7) not communicate with or have any contact with any person, including any landlord for any business, who may have any interest in any Available Assets. As a further inducement for HWH to provide me with the information set forth, above, I represent and warrant to HWH that I have (and in the event I am acting for or on behalf of an entity that the entity has) readily and immediately available cash in the Minimum Investment amount which is specifically dedicated, reserved, and set aside for the sole purpose of acquiring any Available Assets of which I may become aware through information which HWH may provide to me incident to this Agreement.
If I fail to comply with all of these terms, and any Available Assets are sold to, transferred to, or acquired by me, any person with whom I have had any business dealings or to whom I have disclosed any information received from HWH; then I shall be responsible to pay HWH, upon demand, an amount equal to the commission the owner of the Available Assets had agreed to pay to HWH at the time the information is disclosed to me in the event of such a sale, transfer, or acquisition.
In the event: (i) any Available Assets are acquired by or through any transaction with a landlord; (ii) I may have any contact with any vendor of employee in breach of the covenants set forth above; or (iii) the representation and warranty regarding available cash is not true, correct, and complete; then in each instance, I understand that the damages that HWH would incur would be difficult to calculate with precision; therefore, in such event, I agree to immediately pay HWH liquidated damages in an amount equal to the sales commission in the listing agreement between HWH and the seller multiplied by the “list price” for the Available Assets.
Independently of my agreement to pay liquidated damages as set forth above, I further waive any right to object to an award of liquidated damages as set forth, above.
I acknowledge that HWH does not make any representations or warranty as to its accuracy or completeness of financial information supplied to me and that any information HWH may provide has been prepared and generated by others.
I understand that a failure to comply with the terms of this Agreement may also result in damages that are not simply monetary and that HWH may apply for injunctive relief.
Any action or proceeding brought to enforce this Agreement shall be brought before a court of competent jurisdiction whose jurisdiction and venue embraces the nexus of the dispute; and any action or proceeding shall be determined in accord with appropriate state law. Further, in the event HWH prevails in any such action or proceeding, I agree that I shall be responsible for any and all costs or expenses incurred by HWH, to include reasonable attorney fees.
INSTRUCTIONS FOR INITIAL VIEWING IN SECRET
- Drive by location.
- If you have any interest in viewing the interior of the premises, please enter as a customer, a “secret shopper” only at busy times so you don't stand out.
- Do not engage, under any circumstance, in any employee or owner conversation (employees don't know the business is for sale).
- If, after your viewing, you are no longer interested, please exit discreetly without any conversations.
- If you have any additional interest and need to schedule a private tour, please contact HWH.
PLEASE NOTE, all information is provided by the seller and is not verified in any way by HWH. HWH is relying on the accuracy of the seller of said information, and makes no warranty, express or implied, as to such information. HWH does not give tax, accounting, or legal advice.
ELECTRONIC CONTRACT: In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act) and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly agree to the use of electronic signatures as an additional method of signing and/or initialing this Agreement. The parties hereby agree that either party may sign electronically by using a digital signature service.
IT IS EXTREMELY IMPORTANT THAT YOU FOLLOW THE INSTRUCTIONS INDICATED ABOVE REGARDING CONFIDENTIALITY.
NOTE: PROOF OF FUNDS ARE REQUIRED TO PURCHASE A LISTING.