All of our buyers are required to submit a Non-Disclosure Agreement. An NDA is a legal contract that is agreed to by both the buyer and seller. This document ensures that all information disclosed during the sales process will be kept confidential. Please read the non-disclosure agreement below. If you agree with its terms, submit the form at the bottom of the page. Thank you.
The Route Exchange Non-Disclosure Agreement
Purpose
The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other party certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.
“Confidential Information“ means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances, which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
Non-use and Non-disclosure
Each party shall not use the Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party shall disclose any Confidential Information of the other party to third parties. If any party makes copies of the Confidential Information of the other party, such copies shall also constitute Confidential Information and any and all confidential markings on such documents shall be maintained. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.
Non-Compete Agreement
Parties agree that any client/customer account information will not be used to solicit business. Parties agree that they will not contact or communicate with any clients unless given permission by the business owner. Any violation of this non-compete agreement will be subject to monetary penalties.
Maintenance of Confidentiality
Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware. Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.
No Obligation
Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” BY THE ROUTE EXCHANGE. THE ROUTE EXCHANGE DOES NOT WARRANTY THE ACCURACY OF THE INFORMATION PROVIDED BY ITS SELLERS. THE ROUTE EXCHANGE DOES NOT MAKE ANY WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. NEITHER THE ROUTE EXCHANGE (PHI SLAM LLC) NOR ANY OF ITS RESPECTIVE EMPLOYEES OR REPRESENTATIVES MAKES ANY REPRESENTATIONS OR GUARANTEES WITH RESPECT TO THE SALES OR OTHER INFORMATION REGARDING THE PURCHASE OF AN INDEPENDENT ROUTE DISTRIBUTORSHIP, INCLUDING WITHOUT LIMITATION THE FAIR MARKET VALUE OF ANY EXISTING INDEPENDENT ROUTE DISTRIBUTORSHIP OR WITH RESPECT TO THE TAX, FINANCIAL, OPERATIONAL OR LEGAL OUTCOMES OF ANY TRANSACTIONS OR ARRANGEMENTS TO ACQUIRE ANY SUCH DISTRIBUTORSHIP FROM ANY CURRENT INDEPENDENT ROUTE DISTRIBUTOR. ANY INVESTMENT IN SUCH DISTRIBUTION RIGHTS INVOLVES POTENTIAL RISKS. EACH PROSPECTIVE PURCHASER SHOULD CONSULT WITH HIS, HER OR ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF THE PURCHASE OF SUCH DISTRIBUTION RIGHTS. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RETURN. THIS SERVICE MAKES NO REPRESENTATIONS REGARDING FINANCIAL INFORMATION PRESENTED, WHICH WAS PROVIDED BY SELLER OF BUSINESS; BUYERS OF BUSINESSES ARE ALWAYS ADVISED TO RETAIN AN ATTORNEY OR OTHER PROFESSIONAL FOR LEGAL, FINANCIAL, ACCOUNTING, TAX OR OTHER BUSINESS ADVICE
Term
The obligations of each receiving party hereunder shall survive for a period of one (1) year after the disclosure of the Confidential Information or until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party, whichever is earlier.
Communication
Parties understand that they may receive information provided by the route owner by phone, email, text message or other forms of communication. Both parties agree to receive communication and information from The Route Exchange on the route of interest or similar route opportunities that may be of interest.
Remedies
Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
Miscellaneous
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this section will be null and void. This Agreement shall be governed by the laws of the State of Illinois, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. The invalidity or unenforceability of any provision of this Agreement, or any of its terms or provisions, will not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect. A failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any notices required to be given under this agreement shall be deemed given upon the earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by messenger or express service, to the addresses stated on the first page, or to such other address that either party may specify to the other in writing.
***NOTE: PLEASE CHECK SPAM/JUNK EMAIL FOLDERS FOR FUTURE EMAILS. EMAILS WITH ATTACHMENTS ARE OFTEN DIRECTED TO SPAM OR JUNK FOLDERS***
***NOTE: PLEASE CHECK SPAM/JUNK EMAIL FOLDERS FOR FUTURE EMAILS. EMAILS WITH ATTACHMENTS ARE OFTEN DIRECTED TO SPAM OR JUNK FOLDERS***
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