By accessing this website, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws, and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
In no event shall Beacon Corporation or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Beacon Corporation’s Internet site, even if Beacon Corporation or a Beacon Corporation authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
The materials appearing on Beacon Corporation’s web site could include technical, typographical, or photographic errors. Beacon Corporation does not warrant that any of the materials on its web site are accurate, complete, or current. Beacon Corporation may make changes to the materials contained on its web site at any time without notice. Beacon Corporation does not, however, make any commitment to update the materials.
Beacon Corporation has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Beacon Corporation of the site. Use of any such linked web site is at the user’s own risk.
Any claim relating to Beacon Corporation’s web site shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions.
Terms and Conditions
Below are the NDA Terms and Conditions applicable to Beacon’s standard form CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (BUYERS SEEKING INFORMATION ABOUT A BUSINESS).
1. Information Before Agreement: As required by section 10(1) of the Code of Ethics promulgated under the Real Estate and Business Brokers Act (Ontario), the Client hereby acknowledges as follows:
(a) Beacon does not provide service alternatives to the public. It only acts for corporations or individuals that own and operate businesses who are interested in selling (“Sellers”). The Sellers sign a representation agreement with Beacon as Clients that is entitled Representation Agreement – Valuation and Listing Services (the “Representation Agreement”).
(b) Under, the Representation Agreement Beacon provides Valuation Services and Listing Services. Beacon acts as the Sellers’ representative and broker but not as a legally appointed agent. Beacon does not have the authority to bind Sellers to any contracts to sell the business or accept notices on the Seller’s behalf.
(c) Beacon does not provide services to any corporations or individuals as a customer (as that term is defined in the Real Estate and Business Brokers Act (Ontario)).
Under no circumstances will Beacon be in a position where it provides services to Buyer(s) while representing a Seller in connection with the purchase and sale of the same business
2. Confidential Information: In this Agreement, “Confidential Information” means all non-public information (whether in paper or electronic form) disclosed by Beacon to the Buyer in connection with Businesses and the business negotiations being undertaken for the sale of the Businesses including (without restriction):
(a) The Confidential Business Profile prepared by Beacon setting out key information about the Businesses;
(b) All product and process design, policies, trade secrets, techniques, research, costing, customer information, supplier information and industrial intelligence on suppliers and market conditions;
(c) All financial statements, records and other information reflecting the financial performance of the Client, the Client’s business and the Client’s activities, irrespective of whether that information is contained in this Confidential Business Profile; and
(d) the terms of any agreement being negotiated between the Buyer and Beacon’s Clients (if any); and
(e) all information not in the public domain concerning the Businesses. However, this obligation shall continue to apply to any information that enters into the public domain as a direct or indirect result of an act of the Buyer.
Additionally Beacon may designate certain information not included among the above as Confidential Information by stamping or otherwise marking it with the term “CONFIDENTIAL”.
3. Ownership: The Buyer acknowledges that Confidential Information is the sole property of Beacon’s Clients. The Clients alone are entitled to any right, title, interest or benefit in connection with such Confidential Information (including any copyrights, trademarks, patents, and other intellectual property) and the Buyer shall hold that property in trust for the sole and exclusive benefit of its owner. The Buyer shall not steal, convert, appropriate, pass off or otherwise attempt to derive any legal entitlement or benefit from the Confidential Information.
4. Privacy: In collecting and using it, the Buyer shall take steps to safeguard the Confidential Information and shall comply with the Personal Information Protection and Electronic Documents Act (Canada) and other laws governing the privacy of personal information.
5. Disclosure Required Under Law: If the Buyer is required by law to disclose any Confidential Information, prior to any such disclosure the Buyer shall give Beacon timely written notice so that Beacon may seek a protective order or other appropriate remedies. If any court or administrative body requires disclosure of the Confidential Information, then the Buyer will furnish only that portion of the Confidential Information which is legally required and, further, each party will cooperate to obtain reasonable assurances that confidential treatment will be accorded the Confidential Information.
6. Information “as is, where is”: The Buyer hereby acknowledges that it receiving the Confidential Information from Beacon without charge on an “as is, where is” basis, without liability or recourse to Beacon. Beacon makes no representations or warranties as to the accuracy, completeness or sufficiency of the Confidential Information for any particular purpose. The Buyer acknowledges that Beacon has obtained this information from its Clients. UNDER NO CIRCUMSTANCES SHALL BEACON BE LIABLE IF CONFIDENTIAL INFORMATION IS FOUND TO BE FALSE, MISLEADING, INACCURATE OR INCOMPLETE.
7. No Representation, Service or Charges: The Buyer hereby acknowledges and agrees that it is not a client or customer of Beacon, and this Agreement is not a representation agreement or a service agreement, as those terms are used in the Real Estate and Business Brokers Act (Ontario) and the regulations thereto. By making the Confidential Information available to the Buyer, Beacon is not providing the Buyer with any services. Beacon will NOT CHARGE THE BUYER ANY FEES OR COMMISSION in exchange for the Confidential Information.
8. Buyer’s Broker: Nothing in this Agreement shall prevent the Buyer from retaining its own independent business broker to represent the Buyer as a client under the Real Estate and Business Brokers Act (Ontario). However, the Buyer acknowledges that Beacon’s Business listings do not use the Multiple Listing Service (MLS) system. Under no circumstances shall Beacon be obligated to split or share its commission with brokers retained by the Buyer(s).
9. Accounting and Legal Advice: Buyers are encouraged to obtain accounting and legal advice before signing an agreement of purchase and sale in connection with any Business.
10. Return of Information: Upon request, the Buyer shall return any of the Confidential Information forthwith and thereafter shall immediately and permanently delete any and all electronically saved Confidential Information on the undersigned’s personal computer(s), servers, smart-phones, and other electronic devices. Further, on written request by Beacon, the Buyer will promptly certify in writing that all of the documents and reproductions constituting Confidential Information, including documents and reproductions constituting Confidential Information held by its Representatives, have been returned or destroyed. If the Buyer is an organization, the certification will be signed by a senior officer.
11. Enforcement: The undersigned specifically acknowledges that Beacon is disclosing information having relied on this Agreement, and would suffer irreparable harm if the Buyer were to breach its terms. The undersigned therefore specifically agrees to indemnify and save harmless Beacon from costs, losses or expenses as a result of any breach. The Buyer further acknowledges that it is essential to the effective enforcement of this covenant that the Beacon be entitled to the remedy of an injunction without being required to show irreparable harm. The Buyer acknowledges that such remedies are reasonable in regard to the circumstances.
12. Governing Law: This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. All disputes, controversies, claims arising out of, or in connection with, or in relation to this Agreement, including any question regarding its validity, existence, or termination shall be submitted to and subject to the jurisdiction of the courts of the Province of Ontario (including the Supreme Court of Canada) which shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate and determine any suit, action, or proceeding, arising out of or in connection with this Agreement.
13. Interpretation: This Agreement constitutes the entire codification of the parties’ agreement and it shall replace and supersede any prior agreements between the parties for the Confidential Information. It is agreed that there are no representations, warranties, collateral agreements or conditions affecting this Agreement other than as expressed herein in writing. Once executed, the parties hereto agree that they will diligently do all things and execute such further assurances as required to give effect to the terms hereof. This Agreement shall enure to the benefit of any heirs, estate trustees, legal personal representatives and successors as applicable. In the event that any one or more term(s) contained herein is declared unenforceable or invalid for any reason, said term(s) shall be severed from the remainder of the Agreement. Time shall be of the essence in connection with any obligation contained in this Agreement. The failure of any party to insist upon the strict performance of an obligation hereunder shall not be a waiver of such party’s right to demand strict performance in the future. All waivers shall be in writing. Except as otherwise expressly stated, any money payable pursuant to the terms hereof shall be in Canadian Currency. Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of that party.
14. Amendments: The parties acknowledge and agree that these NDA Terms and Conditions may be amended from time to time at any time by Beacon to take effect once uploaded to Beacon’s website. It is the intention of the parties that only the latest form of NDA Terms and Conditions apply to the Agreement regardless of when it was actually signed. Otherwise, this Agreement may not be amended except as agreed upon in writing by Beacon and the Buyer.
15. Notices: Notices hereunder shall be in writing and will be sufficiently given if delivered personally or by courier to the addresses set out on Page 1 above. Notice may be delivered by facsimile, electronic mail or other electronic transmissions if the sending party has written evidence that the notice was in fact delivered. Such evidence may include (without restricting the generality of the foregoing) a fax confirmation, an automated e-mail delivery receipt confirmation or a message sent by the receiving party confirming receipt of the notice.