CBI

Return to Fax No: (802) 254-4900 Acquisition, Brokerage & Financial Services
Attn: Phil Steckler

CONFIDENTIALITY AGREEMENT

CBI Client/Business Number: ___CLIENT # 2DC1221____ (please complete a separate form for each client/business)

In consideration of Country Business, Inc.’s (“CBI“), disclosure to you of Confidential Information regarding the number-designated
business referred to above (the (“Business“), you understand and agree that:

1. All Confidential Information (as defined in the attached standard Term and Conditions which are incorporated by reference and
expressly made a part hereof) relating to the Business is being furnished to you solely in connection with your consideration of
the acquisition of the Business and shall be treated as confidential and proprietary.

2. You will not use, disclose or disseminate any Confidential Information to others without CBI's consent, other than to
those of your employees, agents and representatives whose knowledge of the Confidential Information is required for you
to evaluate the Business as a potential acquisition. You will be responsible for each such person's compliance with the terms
and conditions of this Agreement.

3. You will not interfere with any operations of the Business through the use of any Confidential Information or
knowledge acquired under this Agreement, nor use any such Confidential Information for your own account or advantage.

4. Nothing in this agreement is intended to create or may be construed as creating a principal-agent relationship between
CBI and you. You agree and acknowledge that CBI’s sole undertaking is to provide certain information to you. You will engage
such professional advisors as you deem necessary and appropriate in connection with a potential acquisition and you confirm that
you have not engaged CBI to provide any such advice you.

By your signature(s) below, you acknowledge having read and clearly understood this Confidentiality Agreement,
including the Terms and Conditions constituting a part hereof.

Name of Company (if applicable-please print):

Name of Individual: ________________________________ Address: _____________________________________________

(please print)
Telephone:_______________________________________ E-mail*: ______________________________________________

Signature: _______________________________________ Date: ________________________________________________

Name of Individual: ________________________________ Address: _____________________________________________

(please print)
Telephone:_______________________________________ E-mail*: ______________________________________________

Signature: _______________________________________ Date: ________________________________________________

* By including this information, Seller authorizes CBI to communicate electronically in the cause of performing its services hereunder, and Seller accepts the risks inherent in
that form of communication.

ALLOW 10-15 DAYS FOR RECEIPT OF DOCUMENTATION

Principal Office
Country Business, Inc.
P.O. Box 1071 • Manchester Center, VT • 802-362-4710
 CONFIDENTIALITY AGREEMENT
TERMS AND CONDITIONS
DEFINITION. “Confidential Information" means all oral and written data,
reports, records or materials obtained from CBI or the seller(s) relating to
the Business, including the name, address and type of business,
the names of the owners, the knowledge that the Business may
be sold, or even the fact that Confidential Information has been
provided. It includes, without limitation, plans, programs, policies, studies,
samples, customer lists, methods of operation, concepts, ideas, analyses,
financial statements, interpretations, notes, compilations and
documents, whether prepared by CBI, the seller(s) or otherwise, and
relating to the Business. It does not include anything generally known or
available to the public which you obtain on a non-confidential basis from a
source other than CBI. If any reasonable doubt exists about whether
anything is or may be Confidential Information, it is.
CONFIDENTIALITY. All Confidential Information is being furnished to
you solely in connection with your consideration of the acquisition of the
Business and shall be treated as confidential and proprietary. You will not
use, disclose or disseminate any Confidential Information to others
without CBI's consent, other than to those of your employees, agents
and representatives whose knowledge of the Confidential Information is
required for you to evaluate such Business as a potential acquisition. You will
be responsible for each person's compliance with the terms and
conditions of this Agreement.
NO INTERFERENCE. You will not interfere with any operations of the
Business through your use of any Confidential Information or knowledge
acquired under this Agreement, nor will you use any such Confidential
Information for your own account or advantage. You agree to have no
direct contact with the principals of any business as to which CBI provides
you with information.
NO SOLICITATION. You will not solicit, induce, recruit, or cause another
person in the employ of the Business to terminate his/her employment for
the purpose of joining, associating or becoming employed with any
business or activity of yours or which is in competition with any product or
service sold, or any business or activity engaged in, by the Business, nor
enter into or negotiate with respect to any agreement or understanding to
do so.
THIRD PARTY BENEFICIARY. You acknowledge and agree that
the seller(s) of the Business are intended third-party beneficiaries of this
Agreement and may enforce the terms of this Agreement as if parties
hereto.
RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. All
Confidential Information shall be promptly returned or destroyed, as
directed by CBI or the seller(s) of the Business.
NO REPRESENTATIONS. You understand and acknowledge that neither
CBI nor any of its employees, agents or representatives, makes any
representations or warranties, express or implied, as to the
completeness or accuracy of any Confidential Information. Only those
representations and warranties, if any, made by the seller(s) in a definitive
purchase agreement, when, how and if executed, and subject to such
limitations and restrictions as may be specified therein, will have any
legal effect or may be relied upon by you.
NO DUE DILIGENCE BY CBI. You acknowledge that it is your
responsibility to perform a due diligence review and other investigation at
your cost and expense prior to any acquisition and that CBI is not
undertaking to conduct any such due diligence on your behalf, nor
otherwise acting on your behalf.
NO AGENCY. Nothing in this Agreement is intended to create or may be
construed as creating a principal-agent relationship between CBI and you.
You agree and acknowledge that CBI's sole undertaking is to
provide certain information to you. You will engage such professional
advisors as you deem necessary and appropriate in connection with a
potential acquisition and you confirm that you have not engaged CBI to
provide any such advice to you nor will you rely on CBI to do so in the
future.
CAPACITY. You confirm that you are acting in this matter as principal and
on your own behalf, and not as agent or broker for any other person or entity.
SPECIFIC PERFORMANCE. If you violate this Agreement, CBI shall, at its
election, be entitled to institute such legal proceedings as it deems
necessary to prevent further breach. You hereby irrevocably waive your
right to assert in such proceedings that CBI has an adequate remedy at
law because it would be difficult, if not impossible, to measure in money
alone the damages which would result from your failure to adhere to the
provisions of this Agreement. You agree that the provisions of this
Agreement may be specifically enforced.
INDEMNIFICATION. You shall indemnify, hold harmless and defend CBI,
the seller(s) and their employees and agents from and against any and
all claims, losses, expenses, liabilities, demands and obligations
(including legal fees and expenses) that any of them may suffer or incur
on account of any claim arising out of this Agreement, the performance of
your obligations hereunder, or CBI's provision of information regarding the
Business to you, except to the extent such claim, loss, expense, liability,
demand or obligation is determined by a court of competent jurisdiction to
have been caused by such indemnified person’s willful breach of this
Agreement or reckless misconduct. If it should be necessary for CBI or
the seller(s), or any of their employees or agents, to resort to legal action to
enforce any of the terms of this Agreement or to collect any amounts or
sums due hereunder, you agree to reimburse CBI and the seller(s) for their
actual reasonable costs of suit and enforcement, including reasonable
attorney’s fees, in addition to any other amounts owed, so long as CBI and
the seller(s) are the prevailing parties in such proceedings. The rights and
remedies herein are cumulative and not exclusive of other rights and
remedies that may be granted or provided by law. The rights and remedies
herein are cumulative and not exclusive of other rights and remedies which
may be granted or provided by law.
NOTICES. Any notice or other communication to be given hereunder shall
be in writing and mailed or telecopied to such party at the address or
number set forth on the first page of this Agreement. Any such notice or
other communication shall be deemed given: (a) if mailed, when deposited
with the U.S. mail service, properly addressed and with postage prepaid; or
(b) if sent by recognized overnight courier, when deposited therewith,
properly addressed and with all transmittal fees prepaid.
SURVIVAL OF TERMS. The obligations of the parties shall survive the
execution of this Agreement, a closing and any termination of the business
relationship between CBI and you.
GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Vermont, without giving effect to
such jurisdiction’s principles of conflict of laws (except that, if this
transaction involves real estate and applicable rules require application of
another state’s law with respect to certain rights and remedies, then such
other state’s law shall govern with respect to that portion of the
transaction). Disputes arising under this Agreement shall be resolved
exclusively in the courts of the State of Vermont.
FORUM SELECTION; VENUE. All questions or controversies arising out
of or in any way relating to this Agreement or any other aspect of the
relationship between CBI and you shall be submitted to the United States
District Court for the District of Vermont or, in the event that District Court is
without subject matter jurisdiction, to the courts of the State of Vermont
having subject matter jurisdiction, and the parties submit themselves to the
personal jurisdiction of such District Court or Vermont State Court, as the
case may be, and any service of a summons, process or other paper in
connection with such proceedings may be made by giving notice as
provided in this Agreement. Nothing herein contained shall be construed
as intended to preclude or in any way prohibit CBI or the seller(s) from
instituting and otherwise prosecuting to judgment a lawsuit in any court of
competent jurisdiction to effect the collection of any sums due it or to
enforce any right or remedy arising hereunder or otherwise.
ENTIRE AGREEMENT; AMENDMENT. This Confidentiality Agreement,
including the Terms and Conditions, embodies the entire agreement and
understanding between the parties relating to the subject matter hereof,
and there are no covenants, promises, agreements, conditions or
understandings, oral or written, except as herein set forth. This
Confidentiality, including the Terms and Conditions, may not be amended,
waived or discharged except by an instrument in writing executed by the
party against whom such amendment, waiver or discharge is to be
enforced.