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	<strong>BROKERS REPRESENTING THIRD PARTIES</strong></p>
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	<strong>&ndash; DO NOT CONTINUE &ndash;</strong></p>
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	<strong>PLEASE CONTACT WE SELL RESTAURANTS INSTEAD</strong></p>
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	<strong><u>By clicking &ldquo;I Agree&rdquo; and proceeding, You agree: </u></strong></p>
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		<strong>You are a Prospective Buyer and have submitted accurate and complete information when registering on this site;</strong></li>
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		<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>
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		<strong>to be bound by all of the terms of the Buyer Confidentiality Agreement below.</strong></li>
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	<strong><u>BUYER CONFIDENTIALITY AGREEMENT</u></strong></p>
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	<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>
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		<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>
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		use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</li>
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		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>
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		<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 Georgia law, You will not, either directly or indirectly,:</li>
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		use the Trade Secrets for any purpose other than evaluating the feasibility of purchasing the Business; or</li>
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		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).</li>
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		<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>
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		<strong>Definitions</strong>.</li>
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		&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>
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		<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 Georgia Trade Secret Act of 1990, as amended from time to time.</li>
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		&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>
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		&ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</li>
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		&ldquo;<em>Business</em>&rdquo; means the business identified by the listing number in the Digital Signature Block below.</li>
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		<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>
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		<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>
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		<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>
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		<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>
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		Prior to executing this Agreement, You were not aware that the Business is listed for sale,</li>
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		You are not currently represented by another broker,</li>
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		You have not signed any other nondisclosure agreement or previously contacted Listing Broker or its agents.</li>
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		You understand and agree that:</li>
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		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>
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		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>
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		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>
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	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>
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		<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>
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	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>
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		<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.<br />
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		<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.<br />
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		<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>
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		<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>
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