
--
-- Table structure for table `ca`
--

CREATE TABLE `ca` (
  `id` bigint unsigned NOT NULL AUTO_INCREMENT,
  `code` varchar(191) COLLATE utf8mb4_unicode_ci NOT NULL,
  `state` varchar(191) COLLATE utf8mb4_unicode_ci NOT NULL,
  `catext` longtext COLLATE utf8mb4_unicode_ci NOT NULL,
  `created_at` timestamp NULL DEFAULT NULL,
  `updated_at` timestamp NULL DEFAULT NULL,
  PRIMARY KEY (`id`)
) ENGINE=InnoDB AUTO_INCREMENT=65 DEFAULT CHARSET=utf8mb4 COLLATE=utf8mb4_unicode_ci;

--
-- Dumping data for table `ca`
--

INSERT INTO `ca` VALUES (1,'AL','Alabama','<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<p>\r\n	&nbsp;</p>\r\n',NULL,NULL),(2,'AK','Alaska','<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),(3,'AB','Alberta','<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),(4,'AZ','Arizona','<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),(5,'AR','Arkansas','<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),(6,'BC','British Columbia','<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),(7,'CA','California','<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),(8,'CO','Colorado','<p align=\"center\">\n	CONFIDENTIALITY AGREEMENT</p>\n<p>\n	The undersigned, an individual, on behalf of him- or herself and any entity owned or controlled by the undersigned (collectively &quot;Buyer&quot;) and Jordan Business Brokerage LLC, doing business as We Sell Restaurants, (&quot;Broker&quot;) enter into the following Confidentiality Agreement effective immediately upon Buyer&rsquo;s acceptance of this Agreement.</p>\n<p>\n	1. Buyer requests that Broker provide Buyer with confidential and proprietary information relating to one or more businesses being offered for sale or for lease by Broker (each such business is referred to as &quot;Seller&quot;).</p>\n<p>\n	2. As used herein, &ldquo;Confidential Information&rdquo; shall mean any facts, opinions, conclusions, projections, data, information, trade secrets or know-how relating to Broker or any Seller, work in process, future development, engineering, manufacturing, marketing, financial or personnel matter relating to Broker or any Seller, their present or future services or products, technology, sales, customers, employees, investors, prospects, markets or business, whether communicated orally or in writing or obtained by Buyer through observation or examination of the Broker&rsquo;s or Seller&rsquo;s facilities or procedures.&nbsp; Confidential Information shall further include the fact that any Seller is for sale.</p>\n<p>\n	3. It is understood that in revealing the information referred to herein, certain information of a confidential nature with respect to Seller and/or third parties may be involved. The transmittal of such Confidential Information by Broker to Buyer is with the understanding that it is to be used by Buyer, its affiliates, advisors, attorneys, accountants, financing sources, for the limited purpose of evaluating the Seller and determining whether or not Buyer is interested in purchasing Seller.&nbsp; Buyer shall not furnish Confidential Information to any affiliate, advisor, attorney, accountant, or financing source unless such third party is advised of the confidential nature of such Confidential Information and the terms of this Agreement and is bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.&nbsp; Buyer agrees to use all reasonable precautions, consistent with Buyer&rsquo;s treatment of its own confidential information of a similar nature, to prevent the unauthorized disclosure of the Confidential Information, including, without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other persons to such Confidential Information.</p>\n<p>\n	It is also understood that disclosure of such information by Broker to Buyer is made upon the express condition that it will not be used or disclosed by Buyer, other than as permitted above, without Broker&rsquo;s prior written consent.</p>\n<p>\n	In addition, Buyer will not use the Confidential Information to the detriment of Seller, including that Buyer will not solicit any of Seller&#39;s employees.</p>\n<p>\n	4. Upon Broker&rsquo;s request, Buyer will promptly return to Broker all copies of the Confidential Information, will destroy all notes, abstracts and other documents that contain Confidential Information, and will provide Broker a written certification that it has done so.</p>\n<p>\n	5. Descriptions of Seller prepared by Broker are based solely upon information which Seller has provided to Broker. Broker has not verified the accuracy or completeness of any of the Confidential Information, nor does Broker make any representations or warranties to Buyer<br />\n	regarding the accuracy or completeness of the Confidential Information. It is Buyer&#39;s responsibility to conduct whatever investigation of Seller Buyer deems appropriate. Buyer&#39;s decision to complete a transaction shall be based solely on Buyer&#39;s investigation, assisted by legal, tax, and other advisors of Buyer&#39;s choosing, and not that of Broker. Buyer releases Broker, including Broker&#39;s agents and employees, from any and all claims arising from or relating to the accuracy or completeness of the Information.</p>\n<p>\n	6. Buyer shall neither (i) contact Seller or its employees, customers, suppliers, or landlords, nor (ii) visit Seller&#39;s business, without Broker&#39;s prior consent. Buyer shall direct all inquiries, correspondence, and purchase offers concerning Seller to Broker. Buyer shall conduct all<br />\n	negotiations concerning Seller exclusively through Broker.</p>\n<p>\n	7. For a period of three years following Buyer&rsquo;s acceptance of this Agreement, Buyer shall not, without Broker&rsquo;s consent:</p>\n<ul>\n	<li>\n		purchase all or any part of Seller,</li>\n	<li>\n		acquire any interest in Seller,</li>\n	<li>\n		enter into any partnership, joint venture, consulting agreement, or other employment or contract relationship with Seller, or</li>\n	<li>\n		lease any premises used by Seller in the operation of Seller&rsquo;s business.</li>\n</ul>\n<p>\n	without paying Broker a commission equal to the greater of (a) the commission Broker would have otherwise been entitled to receive, or (b) $12,000.&nbsp; If Buyer violates this Section, then in addition to the amount specified herein, Buyer shall also be liable to Broker for any other damages suffered by Broker as a result of Buyer&#39;s acts, including Broker&#39;s reasonable attorney&#39;s fees and costs.</p>\n<p>\n	8. Buyer represents and warrants that any information about Buyer, including financial information, which Buyer provides to Broker to be conveyed to Seller will be accurate.</p>\n<p>\n	9. This Confidentiality Agreement constitutes the parties&#39; entire agreement as to its subject matter and supersedes all such prior agreements between the parties. Modifications to this Confidentiality Agreement must be in writing. Waiver of a breach of this Confidentiality Agreement shall not be a waiver of any later breach.</p>\n<p>\n	10. If any action is instituted by a party to enforce the provisions of this Confidentiality Agreement, attorney&#39;s fees and costs shall be awarded to the prevailing party. This Confidentiality Agreement shall be governed by the laws of the State of Colorado. The venue for<br />\n	any action instituted to enforce any terms of this Confidentiality Agreement shall be, at Broker and/or Seller&rsquo;s option, in the state courts of Douglas County, Colorado or the county in which the principal office of Seller is located, and Buyer consents to venue and personal jurisdiction being proper in such courts.</p>\n<p>\n	11. This Confidentiality Agreement may be executed by facsimile and in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.</p>\n<p>\n	12. Any provision of this Confidentiality Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the<br />\n	remaining provisions of this Confidentiality Agreement.</p>\n<p>\n	13. Seller and Seller&#39;s successors and assigns are intended to be third party beneficiaries of this Confidentiality Agreement and may prosecute any action at law or in equity necessary to enforce its provisions as though a party hereto. &nbsp;Buyer acknowledges that the unauthorized use or disclosure of the Confidential Information would cause irreparable harm to Seller and/or Broker. Accordingly, Buyer agrees that Seller and Broker will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.</p>\n<p>\n	14. Buyer shall indemnify, defend and hold harmless Broker against any and all liabilities, damages, claims or costs, including interest, penalties and reasonable attorneys&rsquo; fees, that Broker shall incur or suffer, which arise or result from, or relate to any breach by Buyer of any of its representations or warranties or agreements contained in the Agreement.<br />\n	&nbsp;</p>\n',NULL,NULL),(9,'CT','Connecticut','<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: 0.5in;\">\r\n	&middot;&nbsp;&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: 0.5in;\">\r\n	&middot;&nbsp;&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: 0.5in;\">\r\n	&middot;&nbsp;&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>&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<p>\r\n	<strong>1.&nbsp;&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: 0.25in;\">\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: 0.25in;\">\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: 0.25in;\">\r\n	<strong>2.&nbsp;&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: 0.25in;\">\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: 0.25in;\">\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: 0.25in;\">\r\n	<strong>3.&nbsp;&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;&nbsp;</strong><strong>Definitions</strong>.</p>\r\n<p style=\"margin-left: 0.25in;\">\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: 0.25in;\">\r\n	B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<em>&ldquo;Trade Secrets&rdquo;</em>&nbsp;means information disclosed to You under this Agreement which rises to the level of a trade secret as defined by state law, as amended from time to time.</p>\r\n<p style=\"margin-left: 0.25in;\">\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: 0.25in;\">\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: 0.25in;\">\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;&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;&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;&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;&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: 0.75in;\">\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: 0.75in;\">\r\n	(2)&nbsp;&nbsp; You are not currently represented by another broker,</p>\r\n<p style=\"margin-left: 0.75in;\">\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: 0.75in;\">\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;&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;&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;&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;&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),(10,'DE','Delaware','<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),(11,'DC','District of Columbia','<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),(12,'FL','Florida','<p>THIS BUYER CONFIDENTIALITY AGREEMENT (the Agreement) is executed by the Buyer in consideration of Seller providing to Buyer, its agents and representatives Confidential Information and Trade Secrets (as each is defined below) related to Seller and Seller\'s Business.&nbsp;Buyer hereby covenants and agrees as follows:</p><p>1.&nbsp;&nbsp;&nbsp;Confidential Information.&nbsp;For a period of two years from the date of this Agreement, Buyer will not, either directly or indirectly,:</p><p>A.&nbsp;&nbsp;&nbsp;use the Confidential Information for any purpose other than evaluating the feasibility of purchasing the Business; or</p><p>B.&nbsp;&nbsp;&nbsp;distribute, disclose or disseminate any Confidential Information to any third party, except to Buyer\'s professional advisors (however, Buyer shall remain liable for any unauthorized use or disclosure of Confidential Information by such professional advisors).</p><p>2.&nbsp;&nbsp;&nbsp;Trade Secrets.&nbsp;For so long as information disclosed pursuant to this Agreement shall be deemed a Trade Secret under Florida law, Buyer will not, either directly or indirectly,:</p><p>A.&nbsp;&nbsp;&nbsp;use the Trade Secrets for any purpose other than evaluating the feasibility of purchasing the Business; or</p><p>B.&nbsp;&nbsp;&nbsp;distribute, disclose or disseminate any Trade Secrets to any third party, except to Buyer\'s professional advisors (however, Buyer shall remain liable for any unauthorized use or disclosure of the Trade Secrets by such professional advisors).</p><p>3.&nbsp;&nbsp;&nbsp;Interference with Business.&nbsp;Buyer 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><p>4.&nbsp;&nbsp;&nbsp;Definitions.</p><p>A.&nbsp;&nbsp;&nbsp;\"Confidential Information\" means all information disclosed or made available to Buyer 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 Buyer\'s possession prior to disclosure by Seller or Seller\'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 Buyer\'s organization by personnel not having access to such information.</p><p>B.&nbsp;&nbsp;&nbsp;\"Trade Secrets\" means information disclosed to Buyer under this Agreement which rises to the level of a trade secret under the Florida Uniform Trade Secrets Act, as amended from time to time.</p><p>C.&nbsp;&nbsp;&nbsp;\"Buyer\" 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.</p><p>D.&nbsp;&nbsp;&nbsp;\"Seller\" means the owner or owners of the Business.</p><p>E.&nbsp;&nbsp;&nbsp;\"Business\" means the business identified in the signature block below.</p><p>5.&nbsp;&nbsp;&nbsp;Reasonability of Restrictions.&nbsp;Buyer expressly acknowledges and agrees that with respect to all restrictions on Buyer contained in this Agreement, (i) Buyer has read and understands the restrictions; (ii) the restrictions are reasonable to protect Seller\'s Business; (iii) Buyer is bound by and will adhere to the restrictions; and (iv) failure of Buyer to adhere to these restrictions will result in damages to Seller for which Buyer will be liable.</p><p>6.&nbsp;&nbsp;&nbsp;Return of Confidential Information and Trade Secrets.&nbsp;Buyer 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 Buyer does not close on a purchase and sale of the Business.&nbsp;</p><p>7.&nbsp;&nbsp;&nbsp;Communications.&nbsp;Buyer shall direct or submit all communications, correspondence, inquiries, negotiations and purchase offers relating to Seller and the Business through Selling Broker.&nbsp;Buyer shall not, directly or indirectly, contact Seller, its agents, employees, suppliers, customers and representatives.&nbsp;Buyer shall not visit the business without the express permission of Listing Broker.</p><p>8.&nbsp;&nbsp;&nbsp;Miscellaneous.&nbsp;Buyer acknowledges that Seller and Listing Broker are intended third party beneficiaries of this Agreement.&nbsp;&nbsp;Therefore, in the event of breach of this Agreement, Seller and Listing Broker shall be entitled to collect its expenses of litigation, including its reasonable attorneys fees, from the defaulting party or parties.&nbsp;Buyer agrees that this Agreement shall be construed and enforced in accordance with the laws of the State of Florida 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 the entire understanding of Buyer and Seller with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings of Buyer and Seller relating to the subject matter hereof.&nbsp;If Buyer is an entity, then the person signing on behalf of Buyer shall also be bound individually.&nbsp;For the purposes of this Agreement, Listing Broker is the Broker that has listed the Business for sale and Selling Broker is the Broker that will introduce Buyer to the Business.&nbsp;The parties acknowledge that the identity of Listing Broker may remain confidential prior to a entering into a purchase agreement for the sale of the Business.</p><p>9.&nbsp;&nbsp;&nbsp;Severability.&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><p>10.&nbsp;&nbsp;&nbsp;Survival.&nbsp;This Agreement does not obligate Buyer 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 Buyer purchases 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><p>11.&nbsp;Counterparts.&nbsp;This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute the agreement of the parties, notwithstanding that each is not a signatory to the same counterpart.&nbsp;A counterpart may be delivered via telecopy, and the telecopy received will be deemed to be an original.&nbsp;Each party that has a copy of this Agreement with an original signature shall retain such copy in safe keeping and shall produce it upon request.</p><p>12.&nbsp;Brokerage Relationship.</p><p>TRANSACTION BROKER NOTICE</p><p><br></p><p>FLORIDA LAW REQUIRES THAT REAL ESTATE LICENSEES OPERATING AS TRANSACTION BROKERS DISCLOSE TO BUYERS AND SELLERS THEIR ROLE AND DUTIES.</p><p><br></p><p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a transaction broker, We Sell Restaurants, Inc. and its Associates, provides to you a limited form of representation that includes the following duties:</p><p>&nbsp;</p><p>1. Dealing honestly and fairly;</p><p>2. Accounting for all funds;</p><p>3. Using skill, care, and diligence in the transaction;</p><p>4. Disclosing all known facts that materially affect the value of residential real property and are not readily observable to the buyer;</p><p>5. Presenting all offers and counteroffers in a timely manner, unless a party has previously directed the licensee otherwise in writing;</p><p>6. Limited confidentiality, unless waived in writing by a party. This limited confidentiality will prevent disclosure that the seller will accept a price less than the asking or listed price, that the buyer will pay a price greater than the price submitted in a written offer, of the motivation of any party for selling or buying property, that a seller or buyer will agree to financing terms other than those offered, or of any other information requested by a party to remain confidential; and</p><p>7. Any additional duties that are entered into by this or by separate written agreement.</p><p>&nbsp;</p><p>Limited representation means that a buyer or seller is not responsible for the acts of the licensee. Additionally, parties are giving up their rights to the undivided loyalty of the licensee. This aspect of limited representation allows a licensee to facilitate a real estate transaction by assisting both the buyer and the seller, but a licensee will not work to represent one party to the detriment of the other party when acting as a transaction broker to both parties.</p>',NULL,'2024-01-21 22:05:51'),(13,'GA','Georgia','<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> (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 Georgia 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		use the Trade Secrets 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 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>\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> 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>\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</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 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 />\r\n		&nbsp;&nbsp;</li>\r\n	<li>\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.<br />\r\n		&nbsp;</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',NULL,NULL),(14,'HI','Hawaii','<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),(15,'ID','Idaho','<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),(16,'IL','Illinois','<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),(17,'IN','Indiana','<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),(18,'IA','Iowa','<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),(19,'KS','Kansas','<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),(20,'KY','Kentucky','<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),(21,'LA','Louisiana','<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),(22,'ME','Maine','<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),(23,'MB','Manitoba','<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),(24,'MD','Maryland','<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),(25,'MA','Massachusetts','<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),(26,'MI','Michigan','<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),(27,'MN','Minnesota','<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),(28,'MS','Mississippi','<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),(29,'MO','Missouri','<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 Missouri 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 Missouri 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 Missouri 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),(30,'MT','Montana','<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),(31,'NE','Nebraska','<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),(32,'NV','Nevada','<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),(33,'NB','New Brunswick','<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),(34,'NH','New Hampshire','<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),(35,'NJ','New Jersey','<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),