(36,'NM','New Mexico','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(37,'NY','New York','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(38,'NF','Newfoundland','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(39,'NC','North Carolina','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li value=\"2\">\r\n		distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under North Carolina law, You will not, either directly or indirectly,:\r\n		<ol>\r\n			<li>\r\n				Acquire a trade secret by someone who knows that the trade secret was acquired by improper means -- theft, bribery, misrepresentation, breach or inducement of a breach of duty to maintain secrecy.</li>\r\n			<li>\r\n				Disclose or use a trade secret without consent by someone who used improper means to acquire knowledge of the trade secret.</li>\r\n			<li>\r\n				Theft of a trade secret by a person intending or knowing that the offense will injure a trade secret owner</li>\r\n			<li>\r\n				Receive, buy, or possess trade secret information knowing it to have been stolen</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<p style=\"margin-left:17.25pt;\">\r\n	3<strong>. Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Business for a period of two years from the date of this Agreement.</p>\r\n<p>\r\n	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 4. <strong>Definitions</strong>.</p>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo; Under the North Carolina Trade Secrets Protection Act </em>&nbsp;means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process that:\r\n		<ol style=\"list-style-type:upper-alpha;\">\r\n			<li>\r\n				Derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<p style=\"margin-left:.25in;\">\r\n	&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</p>\r\n<p>\r\n	C. &ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</p>\r\n<p>\r\n	D. &ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	F. &quot;Person&quot; means an individual, corporation, government, governmental subdivision or agency, business trust, estate, trust, partnership, association, joint venture, or any other legal or commercial entity.</p>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type:lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(40,'ND','North Dakota','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(41,'NT','Northwest Territories','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(42,'NS','Nova Scotia','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(43,'NU','Nunavut','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(44,'OH','Ohio','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(45,'OK','Oklahoma','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Oklahoma law, You will not, either directly or indirectly,:\r\n		<ol style=\"list-style-type:upper-alpha;\">\r\n			<li>\r\n				&nbsp;Acquire a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or</li>\r\n			<li>\r\n				Disclose or use of a trade secret of another without express or implied consent by a person who:\r\n				<ol>\r\n					<li>\r\n						derived from or through a person who had utilized improper means to acquire it; or</li>\r\n					<li>\r\n						acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or</li>\r\n					<li>\r\n						derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use</li>\r\n				</ol>\r\n			</li>\r\n			<li>\r\n				Before a material change of his position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<p style=\"margin-left:2.5in;\">\r\n	&nbsp;</p>\r\n<p>\r\n	3<strong>. Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; the Business for a period of two years from the date of this Agreement.</p>\r\n<p>\r\n	&nbsp;4. <strong>Definitions</strong>.</p>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo; Under the Oklahoma Trade Secrets Protection means information, including a formula, pattern, compilation, program, device, method, technique or process, that:</em>\r\n		<ol style=\"list-style-type:upper-alpha;\">\r\n			<li>\r\n				Derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<p style=\"margin-left:.25in;\">\r\n	C. &ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</p>\r\n<p>\r\n	D. &ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</p>\r\n<p>\r\n	E. &ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	F. &quot;Person&quot; means an individual, corporation, government, governmental subdivision or agency, business trust, estate, trust, partnership, association, joint venture, or any other legal or commercial entity.</p>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type:lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(46,'ON','Ontario','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(47,'OR','Oregon','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(48,'PA','Pennsylvania','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(49,'PE','Prince Edward Island','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(50,'QC','Quebec','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(51,'RI','Rhode Island','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(52,'SK','Saskatchewan','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(53,'SC','South Carolina','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under South Carolina law, You will not, either directly or indirectly,:</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		Acquire a trade secret of a person by another person who knows or has reason to know that the trade secret was acquired by improper means; or</li>\r\n	<li>\r\n		Disclose or use of a trade secret of a person without express or implied consent by another person who:\r\n		<ol>\r\n			<li>\r\n				Used improper means to acquire knowledge of the trade secret; or</li>\r\n			<li>\r\n				Before a material change of position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake; or</li>\r\n			<li>\r\n				At the time of disclosure or use, knew or had reason to know that knowledge of the trade secret was:\r\n				<ol>\r\n					<li>\r\n						Derived from or through a person who had utilized improper means to acquire it</li>\r\n					<li>\r\n						Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or</li>\r\n					<li>\r\n						Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use</li>\r\n				</ol>\r\n			</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<p>\r\n	3<strong>. Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Business for a period of two years from the date of this Agreement.</p>\r\n<p>\r\n	&nbsp;4. <strong>Definitions</strong>.</p>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type:upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo; Under the South Carolina Trade Secrets Act means</em> i<em>nformation including, but not limited to, a formula, pattern, compilation, program, device, method, technique, product, system, or process, design, prototype, procedure, or code that:</em>\r\n		<ol style=\"list-style-type:upper-alpha;\">\r\n			<li>\r\n				Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by the public or any other person who can obtain economic value from its disclosure or use, and</li>\r\n			<li>\r\n				is the subject of efforts that are reasonable under the circumstances to maintain its secrecy</li>\r\n		</ol>\r\n	</li>\r\n	<li value=\"3\">\r\n		A trade secret may consist of a simple fact, item, or procedure, or a series or sequence of items or procedures which, although individually could be perceived as relatively minor or simple, collectively can make a substantial difference in the efficiency of a process or the production of a product, or may be the basis of a marketing or commercial strategy. The collective effect of the items and procedures must be considered in any analysis of whether a trade secret exists and not the general knowledge of each individual item or procedure.</li>\r\n	<li value=\"4\">\r\n		. &ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<p>\r\n	E. &ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</p>\r\n<p>\r\n	F. &ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	G. &quot;Person&quot; means an individual, corporation, government, governmental subdivision or agency, business trust, estate, trust, partnership, association, joint venture, or any other legal or commercial entity.</p>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type:lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of South Carolina and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(54,'SD','South Dakota','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(55,'TN','Tennessee','<p>\r\n	THIS BUYER CONFIDENTIALITY AGREEMENT (the &ldquo;Agreement&rdquo;) is executed by the Buyer set forth below (&ldquo;I&rdquo;, &ldquo;Me&rdquo; or &ldquo;My&rdquo;).&nbsp; By signing below, I accept the terms of this Agreement.&nbsp;</p>\r\n<p>\r\n	1.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Confidential Information</strong>.&nbsp; I agree that confidentiality and not interfering with Broker&#39;s contract right to collect a fee from Seller are extremely important.&nbsp; If I breach viewing conditions, interfere with Broker&#39;s contract right to collect a commission from Seller or wrongfully disclose confidential information provided to me, I am liable for legal damages, including potentially significant monetary damages from lost commissions resulting from such interference. Damages as a result of such breach of this agreement could exceed tens of thousands of dollars. For a period of two years from the date of this Agreement, I &nbsp;will not, either directly or indirectly,:</p>\r\n<p style=\"margin-left:1in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</p>\r\n<p style=\"margin-left:1in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; distribute, disclose or disseminate any Confidential Information to any third party, except to My professional advisors (however, I shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</p>\r\n<p>\r\n	2.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Trade Secrets</strong>.&nbsp; For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Tennessee law (see Tenn. Code Ann. &sect;17-25-1701&nbsp;<em>et seq.</em>), I will not, either directly or indirectly,:</p>\r\n<p style=\"margin-left:1in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; use the Trade Secrets for any purpose other than evaluating the feasibility of purchasing the Business; or</p>\r\n<p style=\"margin-left:1in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; distribute, disclose or disseminate any Trade Secrets to any third party, except to My professional advisors (however, I shall remain liable for any unauthorized use or disclosure of the Trade Secrets by such professional advisors).</p>\r\n<p>\r\n	3.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Interference with Business</strong>.&nbsp; I shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</p>\r\n<p>\r\n	4.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Definitions</strong>.</p>\r\n<p style=\"margin-left:1in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; &ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to Me regarding Seller and the Business, including all financial information, asset and equipment lists, customer and vendor lists, and employee information.&nbsp; Confidential Information does not include Seller information to the extent that such information:&nbsp; (i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in My possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within My organization by personnel not having access to such information.</p>\r\n<p style=\"margin-left:1in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; <em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to Me under this Agreement which rises to the level of a trade secret under a Trade Secret under Tennessee law (see Tenn. Code Ann. &sect;17-25-1701&nbsp;<em>et seq.</em>)</p>\r\n<p style=\"margin-left:1in;\">\r\n	C.&nbsp;&nbsp;&nbsp; &ldquo;<em>Buyer</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by the signatories, whether or not now in existence.&nbsp; &ldquo;Buyer&rdquo; is also referred to herein as &ldquo;I&rdquo;, &ldquo;Me&rdquo; and &ldquo;My&rdquo;)</p>\r\n<p style=\"margin-left:1in;\">\r\n	D.&nbsp;&nbsp;&nbsp; &ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</p>\r\n<p style=\"margin-left:1in;\">\r\n	E.&nbsp;&nbsp;&nbsp;&nbsp; &ldquo;<em>Business</em>&rdquo; means the business identified in the signature block below.</p>\r\n<p>\r\n	5.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Reasonability of Restrictions</strong>.&nbsp; I expressly acknowledge and agree that with respect to all restrictions on Me contained in this Agreement, (i) I have read and understand the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) I am bound by and will adhere to the restrictions; and (iv) My failure to adhere to these restrictions will result in damages to Seller for which I will be liable.</p>\r\n<p>\r\n	6.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; I shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Selling Broker within fourteen days upon notification from Broker, or immediately in the event that I do not close on a purchase and sale of the Business.&nbsp;</p>\r\n<p>\r\n	7.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Communications</strong>.&nbsp; I shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business through Selling Broker.&nbsp; I shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, landlord, customers and representatives.&nbsp; I shall not visit the business without the express permission of Broker.</p>\r\n<p>\r\n	8.&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;<strong>Agency Disclosure</strong>. I acknowledge that Broker is acting as Seller&rsquo;s agent, has been retained by Seller, and will be compensated by Seller in accordance with an agreement between Seller and such Broker.&nbsp; As such, I request that Broker represent Me in a dual-agency capacity and consent to the same.&nbsp; I understand and agree that:</p>\r\n<p style=\"margin-left:1in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; In serving as a dual agent, Broker is representing two clients whose interests are or at times could be different or even adverse;</p>\r\n<p style=\"margin-left:1in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Broker to all parties in the transaction, except for information made confidential by request or instruction from either client, and which is not otherwise required to be disclosed by law;</p>\r\n<p style=\"margin-left:1in;\">\r\n	C.&nbsp;&nbsp;&nbsp; I do not have to consent to dual agency and, therefore My consent to dual agency has been given voluntarily, and I have read and understand this Agreement; and</p>\r\n<p style=\"margin-left:1in;\">\r\n	D.&nbsp;&nbsp;&nbsp; Notwithstanding any provision to the contrary contained herein, I hereby direct Broker, while acting as dual agent, to keep confidential and not reveal to the other party any information which could materially and adversely affect My negotiating position; and</p>\r\n<p style=\"margin-left:1in;\">\r\n	E.&nbsp;&nbsp;&nbsp;&nbsp; This Agreement creates an independent contractor relationship between Broker and Me and Broker shall not be considered My employee.&nbsp; I acknowledge that the real estate licensees affiliated with Broker are independent contractors of Broker, and are not Broker&rsquo;s employees.</p>\r\n<p>\r\n	9.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Buyer Responsibilities.&nbsp;</strong>I understand and agree that:</p>\r\n<p style=\"margin-left:1in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; I must timely respond to communications from Broker;</p>\r\n<p style=\"margin-left:1in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; I must provide Broker with accurate information as requested by Broker (including financial information about My financial ability to complete the transaction and written authorization to obtain verification of funds);</p>\r\n<p style=\"margin-left:1in;\">\r\n	C.&nbsp;&nbsp;&nbsp; I must inspect or otherwise become familiar with any potentially adverse conditions related to the Business;</p>\r\n<p style=\"margin-left:1in;\">\r\n	D.&nbsp;&nbsp;&nbsp; I am solely responsible for complying with the duties and deadlines contained in any purchase agreement I enter into, I will become familiar with the terms of any such purchase agreement and other documents which I may sign, and I will comply with the duties and deadlines contained therein.</p>\r\n<p>\r\n	10.&nbsp;&nbsp; <strong>Broker Responsibilities.&nbsp;&nbsp;</strong>I acknowledge and agree that Broker shall:</p>\r\n<p style=\"margin-left:1in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; Comply with all applicable laws in performing its duties hereunder, including the Tennessee Real Estate Broker License Act of 1973, Tenn. Code Ann. &sect;62-13-101,&nbsp;<em>et. seq</em>.;</p>\r\n<p style=\"margin-left:1in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; Owe no duties to Me or have any authority on My behalf other than what is set forth in this Agreement;</p>\r\n<p style=\"margin-left:1in;\">\r\n	C.&nbsp;&nbsp;&nbsp; Under no circumstances have any liability greater than the amount of the commission actually paid hereunder to Broker (excluding any commission amount paid to a cooperating broker, if any); and</p>\r\n<p style=\"margin-left:1in;\">\r\n	D.&nbsp;&nbsp;&nbsp; be held harmless by Me for any and all claims, causes of action, or damages arising out of or relating to inaccurate and/or incomplete information provided by Me to Broker or earnest money handled by anyone other than Broker.</p>\r\n<p>\r\n	11.&nbsp;&nbsp; <strong>Term of Representation.&nbsp;&nbsp;</strong>Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises, whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</p>\r\n<p>\r\n	12.&nbsp;&nbsp; <strong>Miscellaneous</strong>.&nbsp; I acknowledge that Seller and Broker are intended third party beneficiaries of this Agreement.&nbsp;&nbsp; Therefore, in the event I breach this Agreement, Seller and Broker shall be entitled to collect their expenses of litigation, including their reasonable attorneys&rsquo; fees, from Me.&nbsp; I further agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Georgia and that venue for any such action shall be in the County in which the principal office of the Business is located.&nbsp; In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement, without the requirement of posting a bond or other security.&nbsp; This Agreement contains my entire understanding of the subject matter hereof and supersedes all prior oral or written agreements and understandings to which I am a party and which relate to the subject matter hereof.&nbsp; If I am signing on behalf of an entity, I agree that I shall also be bound individually.&nbsp; For the purposes of this Agreement.&nbsp; I acknowledge that the identity of the broker listing the Business, if not the same as Broker, may remain confidential prior to a entering into a purchase agreement for the sale of the Business.&nbsp;</p>\r\n<p>\r\n	13.&nbsp;&nbsp; <strong>Severability</strong>.&nbsp; It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.&nbsp; If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</p>\r\n<p>\r\n	14.&nbsp;&nbsp; <strong>Survival</strong>.&nbsp; I understand that this Agreement does not obligate Me to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement.&nbsp; In the event that I purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall govern.</p>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(56,'TX','Texas','<p align=\"center\">\r\n	<strong>Brokers representing third parties </strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash; </strong></p>\r\n<p align=\"center\">\r\n	<strong>Please Contact &nbsp;We Sell Restaurants instead</strong><strong>.</strong></p>\r\n<p align=\"center\">\r\n	&nbsp;</p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree: </u></strong></p>\r\n<p style=\"margin-left:.5in;\">\r\n	&middot;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></p>\r\n<p style=\"margin-left:.5in;\">\r\n	&middot;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;and</strong></p>\r\n<p style=\"margin-left:.5in;\">\r\n	&middot;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></p>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong> (the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<p>\r\n	<strong>1.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</p>\r\n<p style=\"margin-left:.25in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</p>\r\n<p style=\"margin-left:.25in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; advisors).</p>\r\n<p style=\"margin-left:.25in;\">\r\n	<strong>2.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Texas law, You will not, either directly or indirectly,:</p>\r\n<p style=\"margin-left:.25in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; use the Trade Secrets for any purpose other than evaluating the feasibility of purchasing the Business; or</p>\r\n<p style=\"margin-left:.25in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; distribute, disclose or disseminate any Trade Secrets to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of the Trade Secrets by such professional advisors).</p>\r\n<p style=\"margin-left:.25in;\">\r\n	<strong>3.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</p>\r\n<p>\r\n	<strong>4.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Definitions</strong>.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	A.&nbsp;&nbsp;&nbsp;&nbsp; &ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp; <em>&ldquo;Trade Secrets&rdquo;</em> means information disclosed to You under this Agreement which rises to the level of a trade secret under the Texas Uniform Trade Secrets Act (&quot;TUTSA&quot;), as amended from time to time.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	C.&nbsp;&nbsp;&nbsp; &ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	D.&nbsp;&nbsp;&nbsp; &ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</p>\r\n<p style=\"margin-left:.25in;\">\r\n	E.&nbsp;&nbsp;&nbsp;&nbsp; &ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</p>\r\n<p style=\"margin-left: 0.25in;\">\r\n	<strong>5.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</p>\r\n<p>\r\n	<strong>6.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</p>\r\n<p>\r\n	<strong>7.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</p>\r\n<p>\r\n	<strong>8.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</p>\r\n<p style=\"margin-left:.75in;\">\r\n	(1)&nbsp;&nbsp; Prior to executing this Agreement, You were not aware that the Business is listed for sale,</p>\r\n<p style=\"margin-left:.75in;\">\r\n	(2)&nbsp;&nbsp; You are not currently represented by another broker,</p>\r\n<p style=\"margin-left:.75in;\">\r\n	(3)&nbsp;&nbsp; You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</p>\r\n<p style=\"margin-left:.75in;\">\r\n	(4)&nbsp;&nbsp; You understand and agree that:</p>\r\n<p style=\"margin-left:1.25in;\">\r\n	(a)&nbsp;&nbsp; In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</p>\r\n<p style=\"margin-left:1.25in;\">\r\n	(b)&nbsp;&nbsp; Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</p>\r\n<p style=\"margin-left:1.25in;\">\r\n	(c)&nbsp;&nbsp;&nbsp; You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</p>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<p>\r\n	<strong>9.&nbsp;&nbsp;&nbsp;&nbsp; </strong><strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</p>\r\n<p>\r\n	&nbsp;</p>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<p>\r\n	<strong>10.&nbsp;&nbsp; </strong><strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Georgia and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.</p>\r\n<p>\r\n	<strong>11.&nbsp;&nbsp; </strong><strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</p>\r\n<p>\r\n	<strong>12.&nbsp;&nbsp; </strong><strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</p>\r\n',NULL,NULL),(57,'UT','Utah','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(58,'VT','Vermont','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(59,'VA','Virginia','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(60,'WA','Washington','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(61,'WV','West Virginia','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(62,'WI','Wisconsin','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(63,'WY','Wyoming','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(64,'YT','Yukon','<p align=\"center\">\r\n	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>\r\n<p align=\"center\">\r\n	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>\r\n<p align=\"center\">\r\n	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>\r\n<p>\r\n	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree:</u></strong></p>\r\n<ul>\r\n	<li>\r\n		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>\r\n	<li>\r\n		<strong>You will not, directly or indirectly contact Seller, its agents, employees, suppliers, customers, landlord or representatives with regard to this listing; and</strong></li>\r\n	<li>\r\n		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>\r\n</ul>\r\n<p align=\"center\">\r\n	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>\r\n<p>\r\n	<strong>THIS BUYER CONFIDENTIALITY AGREEMENT</strong>&nbsp;(the &ldquo;Agreement&rdquo;) is executed by You in favor of Seller (as defined herein) and We Sell Restaurants, Inc. (&ldquo;Listing Broker&rdquo;) and in consideration for Seller and Listing Broker providing to You, Your agents and/or Your representatives Confidential Information and Trade Secrets related to Seller and Seller&rsquo;s Business (as each term is defined herein).&nbsp; You hereby covenants and agrees as follows:</p>\r\n<ol>\r\n	<li>\r\n		<strong>Non-Disclosure of Confidential Information</strong>. &nbsp;For a period of two years from the date of this Agreement, You will not, either directly or indirectly:</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		Distribute, disclose or disseminate any Confidential Information to any third party, except to Your professional advisors (however, You shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"2\">\r\n		<strong>Non-Disclosure of Trade Secrets</strong>. &nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Alabama law, You will not, either directly or indirectly,: Disclose or use the trade secret of another, without a privilege to do so\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Discover the trade secret by improper means</li>\r\n			<li>\r\n				Disclosure or use of trade secret constitutes a breach of confidence reposed in that person by the other</li>\r\n			<li>\r\n				Learned the trade secret from a third person, and know or should have known that the trade secret had been appropriated under circumstances which violate the provisions set forth</li>\r\n			<li>\r\n				Learned the information and knew or should have known that it was a trade secret and that its disclosure was made by mistake</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"3\">\r\n		<strong>Non-Interference with Business</strong>.&nbsp; You shall not, directly or indirectly, disparage or otherwise interfere with the Business for a period of two years from the date of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"4\">\r\n		<strong>Definitions</strong>.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li>\r\n		&ldquo;<em>Confidential Information</em>&rdquo; means all information disclosed or made available to You regarding Seller and the Business, including this listing terms, all financial information, asset and equipment lists, customer and vendor lists, and employee information. &nbsp;Confidential Information does not include Seller information to the extent that such information: &nbsp;(i) was, at the time of disclosure or thereafter becomes, generally available to the public other than by breach of this provision; (ii) was in Your possession prior to disclosure by Seller or Seller&rsquo;s representatives; (iii) is acquired in good faith from a third party who obtained it lawfully and not under an obligation of secrecy; or (iv) was or is developed independently within Your organization by personnel not having access to such information.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"2\">\r\n		<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret under the Alabama Trade Secret Act. A Trade Secret is information that:\r\n		<ol style=\"list-style-type: upper-alpha;\">\r\n			<li>\r\n				Is used or intended for use in a trade or business</li>\r\n			<li>\r\n				Is included or embodied in a formula, pattern, compilation, computer software, drawing, device, method, technique, or process</li>\r\n			<li>\r\n				Is not publicly known and is not generally known in the trade or business of the person asserting that it is a trade secret &ndash;</li>\r\n			<li>\r\n				Cannot be readily ascertained or derived from publicly available information</li>\r\n			<li>\r\n				Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;</li>\r\n			<li>\r\n				Has significant economic value.</li>\r\n		</ol>\r\n	</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"3\">\r\n		&ldquo;<em>You</em>&rdquo; means the person or persons executing this Agreement and includes any entity controlled or under common control by You, whether or not now in existence.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"4\">\r\n		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>\r\n</ol>\r\n<ol style=\"list-style-type: upper-alpha;\">\r\n	<li value=\"5\">\r\n		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>\r\n	<li value=\"6\">\r\n		&ldquo;PERSON.&rdquo; A person is a natural person, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"5\">\r\n		<strong>Return of Confidential Information and Trade Secrets</strong>.&nbsp; You shall return all Confidential Information and Trade Secrets and all photocopies and electronic copies thereof to Listing Broker on the earlier of (i) ten (10) days after Listing Broker or Seller requests return or (ii) six months from the date you entered this Agreement.&nbsp;</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"6\">\r\n		<strong>Communications</strong>.&nbsp; You shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business exclusively through Listing Broker.&nbsp; You shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp; You shall not visit the business without the express permission of Listing Broker.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"7\">\r\n		<strong>Reasonability of Restrictions</strong>.&nbsp; You expressly acknowledges and agree that with respect to all restrictions on You contained in this Agreement, (i) You have read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller&rsquo;s Business; (iii) You are bound by and will adhere to the restrictions; and (iv) Your failure to adhere to these restrictions will result in damages to Seller for which You will be liable.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"8\">\r\n		<strong>Agency Disclosure</strong>. We Sell Restaurants, Inc. is Seller&rsquo;s agent and is referred to herein as &ldquo;Listing Broker&rdquo;.&nbsp; Seller will compensate Listing Broker in accordance with an agreement between Seller and Listing Broker. &nbsp;By executing this Agreement, You are requesting that Listing Broker also act as Your agent pursuant to a dual agency relationship. &nbsp;To induce Listing Broker to act as your agent in connection with the purchase of the Business, You represent and warrant to Listing Broker that:</li>\r\n</ol>\r\n<ol>\r\n	<li>\r\n		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>\r\n	<li>\r\n		You are not currently represented by another broker,</li>\r\n	<li>\r\n		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>\r\n	<li>\r\n		You understand and agree that:</li>\r\n</ol>\r\n<ol style=\"list-style-type: lower-alpha;\">\r\n	<li>\r\n		In serving as a dual agent, Listing Broker is representing two clients whose interests are or at times could be different or even adverse;</li>\r\n	<li>\r\n		Listing Broker will disclose all known adverse, material facts relevant to the transaction and actually known to Listing Broker to all parties in the transaction, except for information made confidential by request or instruction from either Buyer or Seller, and which is not otherwise required to be disclosed by law;</li>\r\n	<li>\r\n		You do not have to consent to dual agency, Your consent to dual agency has been given voluntarily, and You have read and understand this Agreement.</li>\r\n</ol>\r\n<p>\r\n	Notwithstanding any provision to the contrary contained herein, You direct Listing Broker, while acting as dual agent, to keep confidential and not reveal to Seller any information which could materially and adversely affect Your negotiating position.</p>\r\n<ol>\r\n	<li value=\"9\">\r\n		<strong>Default or Breach by You.</strong>&nbsp; You acknowledge that Seller is an intended third party beneficiaries of this Agreement. &nbsp;&nbsp;Therefore, in the event of breach or default under this Agreement, Seller and Listing Broker shall both be entitled to collect from You their respective expenses of litigation, including their reasonable attorneys&rsquo; fees. &nbsp;In addition to all remedies provided at law or in equity, Seller shall be entitled to seek a temporary restraining order and a temporary and permanent injunction to prevent a breach of this Agreement without the requirement of posting a bond or other security.&nbsp;</li>\r\n</ol>\r\n<p>\r\n	Without limiting Seller&rsquo;s available remedies, You agree that because of the difficulty or impossibility of determining damages, should You default in the performance of Your obligations under Section 5 of this Agreement (Return of Confidential Information and Trade Secrets), and if such default continues for five (5) business days after notice to You, Seller shall be entitled to $5,000.00 as liquidated damages for such default.&nbsp; You further agree that should You breach any covenant set forth in Sections 1, 2, or 3 of this Agreement, You shall pay to Seller liquidated damages in the amount of $5,000.00 for each such breach.&nbsp; You agree that the amounts set forth herein represent a reasonable estimate of the damages that Seller would suffer and it is not meant (and will not be construed) to be a penalty. &nbsp;The provisions of this Section 9 shall survive the termination of this Agreement.</p>\r\n<ol>\r\n	<li value=\"10\">\r\n		<strong>Miscellaneous</strong>.&nbsp; You agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Alabama and that venue for any such action shall be in the County in which the principal office of the Business is located. &nbsp;This Agreement contains the entire understanding of You and Listing Broker with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of You and Listing Broker relating to the subject matter hereof. &nbsp;If You are an entity, then the person signing on behalf of You shall also be bound individually.<br />\r\n		&nbsp;&nbsp;</li>\r\n	<li value=\"11\">\r\n		<strong>Term of Representation</strong>.&nbsp; Broker shall represent Me for a period of one year from the date of this Agreement with regard to the Business.&nbsp; If Broker&#39;s representation of Me terminates during this period, and I purchase all or part of the Business, or if I make a loan to or invest in the Business any way, then Broker shall be due a commission equal to 12% of the consideration paid, loaned or invested in the Business but in no case less than a minimum amount of $12,000 (the &quot;Commission&quot;). If Broker&rsquo;s representation of Me terminates during this period and I lease all or part of the premises whether or not I acquire the business, then Broker shall be due a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease.&nbsp; In such event, Broker shall first seek to be paid such commission from the new listing broker for the Business or Landlord, or, if there is no new listing broker, from the Business and the Seller.&nbsp; In the event Seller, Business, Landlord and the new listing broker do not pay Broker the full Commission, then Buyer shall pay Broker at time of closing (if a sale) or at the time of each payment (if a loan or an investment), a commission equal to 12% of the consideration paid, loaned or invested in the Business or&nbsp; in the event of a lease, a commission equal to the greater of $5.00 per square foot or 4% of the gross amount of the initial lease term at the time of occupancy of the leased premises.&nbsp; These commission obligations set forth in this Section shall survive termination of this Agreement.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"11\">\r\n		<strong>Severability</strong>. &nbsp;It is expressly agreed that any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. &nbsp;If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the fullest extent permitted under the applicable law.</li>\r\n</ol>\r\n<ol>\r\n	<li value=\"12\">\r\n		<strong>Survival</strong>. &nbsp;This Agreement does not obligate You to purchase the Business or any of the assets of the Business; however, the terms of this Agreement shall survive for the time periods set forth in this Agreement. &nbsp;In the event that You purchase the Business, this Agreement shall survive the closing, and in the event of a conflict between this Agreement and a subsequent purchase agreement, the terms of such purchase agreement shall govern.</li>\r\n</ol>\r\n<p>\r\n	&nbsp;</p>\r\n',NULL,NULL);

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