A Kentucky Nondisclosure and Commission Agreement between a business broker and a prospective buyer is a legal document that protects the confidentiality of information shared between the two parties during the process of buying or selling a business. It is intended to safeguard any proprietary, sensitive, or confidential information exchanged by the business owner or broker and the potential buyer during their negotiation and due diligence process. This agreement is crucial as it prevents the prospective buyer from using any of the disclosed information for purposes other than evaluating the potential acquisition. It prohibits the buyer from disclosing or discussing the provided information with any third parties that are not directly involved in the transaction, ensuring the confidentiality of the business's trade secrets, financial records, client lists, marketing strategies, and other confidential information. The agreement also addresses the issue of commission, stating the terms and conditions under which the business broker will be compensated for their services. This may include a commission percentage based on the final sale price or a flat fee. Additional provisions included in the Kentucky Nondisclosure and Commission Agreement may include: 1. Non-circumvention: This clause ensures that the prospective buyer will not bypass the business broker and negotiate directly with the seller. It also prohibits the buyer from attempting to contact the seller's employees, suppliers, or customers without the broker's involvement. 2. Non-solicitation: This clause prevents the prospective buyer from soliciting or attempting to hire any of the business's employees or contractors during the negotiation process or for a specific period after the transaction is completed. 3. Return or destruction of information: This provision requires the buyer to return or destroy any confidential information provided by the seller or broker upon completion of the transaction or termination of negotiations. 4. Governing law: The agreement may specify that it is governed by the laws of Kentucky, establishing the jurisdiction where any disputes will be resolved. 5. Indemnification: This clause outlines the responsibilities of each party regarding any losses, damages, or liabilities arising from a breach of the agreement or misrepresentation of information. It is important to note that there may be different types of Kentucky Nondisclosure and Commission Agreements between business brokers and prospective buyers, each tailored to the specific needs of the parties involved or the nature of the transaction. These agreements may vary in length, included provisions, and commission structures depending on the complexity and size of the business being bought or sold.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.