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	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>
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	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>
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	A.&nbsp;&nbsp;&nbsp;&nbsp; use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</p>
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	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>
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	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>
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	A.&nbsp;&nbsp;&nbsp;&nbsp; use the Trade Secrets for any purpose other than evaluating the feasibility of purchasing the Business; or</p>
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	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>
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	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>
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	4.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Definitions</strong>.</p>
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	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>
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	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>
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	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>
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	D.&nbsp;&nbsp;&nbsp; &ldquo;<em>Seller</em>&rdquo; means the owner or owners of the Business.</p>
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	E.&nbsp;&nbsp;&nbsp;&nbsp; &ldquo;<em>Business</em>&rdquo; means the business identified in the signature block below.</p>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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	9.&nbsp;&nbsp;&nbsp;&nbsp; <strong>Buyer Responsibilities.&nbsp;</strong>I understand and agree that:</p>
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	A.&nbsp;&nbsp;&nbsp;&nbsp; I must timely respond to communications from Broker;</p>
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	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>
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	C.&nbsp;&nbsp;&nbsp; I must inspect or otherwise become familiar with any potentially adverse conditions related to the Business;</p>
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	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>
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	10.&nbsp;&nbsp; <strong>Broker Responsibilities.&nbsp;&nbsp;</strong>I acknowledge and agree that Broker shall:</p>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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	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>
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