OCA Buyer NDA 2022
Oklahoma Corporate Acquisitions
Boston Place, Suite 210  · 1516 South Boston Avenue  · Tulsa, OK  74119
 Ph/ 918-438-8218  · Fx/ 918-622-6522  ·  [email protected]
   
OCA BUYER AGREEMENT, ACKNOWLEDGMENTS & DISCLOSURES
 
For purposes of this agreement (“Agreement”), Oklahoma Business Brokers, Inc., an Oklahoma Corporation, and/or one or more affiliate entities, including but not limited to, Oklahoma Corporate Acquisitions, and Oklahoma Commercial Realty, Inc. (collectively “OCA”) has been employed by a business or its owners (collectively “Business”) to find a buyer for the assets and operations of Business.  "Buyer" shall be each undersigned as a prospective purchaser and, if such Buyer represents a business entity, then Buyer shall include officers, employees, directors, and agents of such entity.
 
OCA and Buyer acknowledge, understand, and agree to the terms herein, in consideration of which OCA, its affiliates, agents or representatives may be willing to disclose information to Buyer about the Business, and  
 
OCA represents and is paid by the Business.  Buyer shall not, except through OCA, communicate, correspond, negotiate, or submit offers or proposals, enter into trade, employment, lease or financing contract with Business, and  
 
Business and its shareholders are an intended party and beneficiary whose rights are being protected and it may enforce terms of the Agreement as if it was a party hereto.  Information Buyer receives is sensitive, proprietary, and confidential, and its disclosure to others would be damaging to the Business.  Buyer and OCA agree provisions of the Agreement shall be specifically enforceable by OCA or Business.  If litigation is commenced to enjoin breaches of this Agreement, the prevailing party or parties shall be entitled to an award of costs, including reasonable attorney's fees, and
 
Information provided to or obtained by Buyer with respect to Business is confidential and sensitive.  Buyer will protect all information as confidential and sensitive, and agrees not to disclose to any party, not first bound by the Agreement, the name, location, availability for sale, financial data, records, studies, trade or operational practices, or any fact regarding Business.  Before disclosing information on Business to seek advice and counsel of employees, advisors, investors or lenders to the Buyer, each such party must first be bound to confidentiality under terms of the Agreement, and Buyer shall be responsible for their performance under terms of this Agreement and shall obtain prior consent of OCA before making such disclosures, and
 
Information disclosed to Buyer is to provide introductory information to Buyer for considering purchase of Business.  Buyer shall not use nor assist others in using information to cause Business harm, nor to contact or solicit Business's employees, contractors, vendors, customers, suppliers, landlords, bankers, owners, agents, representatives, advisors or lenders.  Without written permission from OCA, in the event Business is a franchise, Buyer agrees not to purchase or aid others in the purchase of a similar or same industry related franchise from the same franchisor or one that operates within the Business territory rights with the franchisor.  In the event Buyer determines to not pursue further inquiry regarding Business or upon request by OCA or Business, Buyer will immediately return to OCA or destroy all information OCA or Business provided to Buyer, without retaining copies, summaries, analyses, copies, notes, or extracts thereof, and  
 
OCA is not an expert on the Business and is relying on Business for information.  Any and all information OCA provides or discloses to Buyer is introductory and for the Buyer's convenience, with Buyer's full knowledge and understanding it is not warranted or verified by OCA as to completeness, accuracy or suitability.  Buyer shall look exclusively to Business and Buyer’s independent investigations and advisors for all information being relied upon by Buyer regarding Business.   Buyer recognizes and accepts that Buyer must independently verify to Buyer’s own satisfaction all information, including but not limited to data, projections, advice, and suggestions by OCA regarding Business, its assets or operations or terms of transactions.  Buyer shall not rely on OCA for legal, accounting, investment, or tax advice services, which Buyer shall procure at Buyer’s expense and which OCA hereby advises Buyer to seek on all matters related to or transactions contemplated by this Agreement.  Buyer agrees to hold OCA and OCA's agents harmless from claims or damages resulting from errors or omissions in information conveyed to Buyer.  Buyer represents and warrants that Buyer is knowledgeable about such transactions as may be contemplated hereunder, acknowledges and agrees to the need to obtain legal, accounting, investment, and tax counsel at Buyer’s own expense, and Buyer shall be responsible for independently conducting due diligence review to evaluate and verify all material information prior to purchase of Business.  At the closing of an acquisition, Buyer shall grant OCA a written, full and complete disclaimer and hold harmless releasing OCA from responsibility and liability for Buyer’s decisions and acquisition of Business, and
 
Buyer understands and agrees, unless notified otherwise, OCA is employed as broker regarding real estate as provided herein and as agent of Business, OCA looks to Business for OCA’s compensation, while OCA may attempt to assist Buyer in procuring financing, examining condition of Business, its assets or operations, suggesting offer terms or otherwise helping Buyer in acquisition of Business, OCA will perform such actions as a courtesy to Buyer for the express purpose of effecting a successful sale thereby earning a commission to be paid by the Business.  Buyer agrees OCA shall not be deemed as Buyer's agent for any purpose other than transmitting offers from Buyer to the Business.  Buyer further agrees that OCA shall not be construed as undertaking any duty or obligation to Buyer by virtue of any oral agreement or course of conduct, and that no duty of OCA to the Buyer shall be inferred through any method other than a written instrument signed by both OCA and Buyer.  Buyer expressly disclaims any right to rely on OCA for any representations as to the condition of any Business, its assets or operations, including but not limited to the financial history, operating condition, personnel issues, past operations and future prospects of the Business, and 
 
This Agreement shall be governed by, construed and enforced in all respects in accordance with the laws of the State of Oklahoma.  All claims, disputes and other matters in question arising out of or relating to this Agreement, or the breach thereof, shall be decided in state court in Tulsa County, Oklahoma, and the parties hereto expressly consent to the venue and jurisdiction of such court.  
 
Buyer understands and agrees that an executed facsimile of this Agreement or facsimile transmitted signature, or electronically transmitted signature shall have the same force as an original binding document of signature, and this Agreement shall terminate 24 months from the date hereof or the date of the last communication with or from Buyer regarding this Business, whichever last occurs.
 
THIS IS A LEGALLY BINDING DOCUMENT.  READ IT CAREFULLY.  IF YOU DO NOT UNDERSTAND IT, CONSULT AN ATTORNEY.
 
Agreed to, accepted and receipt acknowledged on the date indicated below.
 
Date:    
By:      
Name (First & Last):  
Company (Buyer) :  
Title:  
Address:   
City, State, ZIP:  
Phone:  
Fax:  
Email: