Standard Disclaimer

With respect to any service, including assisting in any transaction (“Transaction”) involving a business (“Business”) and/or its assets (“Assets”), Morgan & Westfield (“Company”) acts only as an independent third party assisting its client (“Client”) with certain aspects of the Transaction. In this regard, the Client, and any relevant counter-party, acknowledge that: 

1. Relationship: Company is not a legal representative of any party. Company is strictly a third-party advisor and does not assume fiduciary responsibility. Client and Buyer acknowledges receipt of the Company’s Agency Disclosure Form as an appendix to this document.
2. No Guarantees: Company makes no guarantees, representations, or warranties regarding the Business, its Assets, and/or the advisability of entering into the Transaction. Company has not verified the accuracy or completeness of any relevant information received from any source. 
3. No Legal Advice: Company is not an attorney or CPA and cannot advise the parties as to any legal remedy, business, or tax consequences of any provision or instrument set forth or prepared in connection with this Transaction. Even if Company’s discussions touch upon legal or accounting issues, such should not be interpreted as professional advice or opinions. If legal or accounting advice is desired, the parties should consult an attorney or CPA. 
4. Indemnification: The Client, the Client’s counterparty, if any, and their assigns and successors jointly and severally indemnify the Company and hold the Company harmless from any responsibility, losses, or liability arising from the contemplated Transaction, the Business or the Assets, or any misrepresentation by the Client, any counterparty, or any third party.

Sale of Business: The succeeding clauses apply if Company advises either a seller (“Seller”) or buyer (“Buyer”) in the sale of a Business.

5. Securities: Company is not licensed as a securities broker or dealer and has no involvement in advertising, negotiating, or otherwise executing any related sale of stock. If Company introduces a prospect for the purchase of the Business Assets, and the parties subsequently decide on a merger or stock sale, this decision shall not affect the Company’s right to its fees which shall be paid as though an asset sale had been undertaken. 
6. Representations: Neither Buyer nor Seller is relying upon any statements or representations made by Company in deciding whether to purchase or sell the Business or any of its Assets, nor upon any statements or representations regarding the valuation placed on the Business or any of its Assets. Seller is relying solely on Seller’s own investigation of the Buyer’s creditworthiness and ability to complete this transaction, repay any Seller financing provided, and to successfully operate the Business. Buyer is relying solely on Buyer’s own inspection of the Business, its Assets, financial statements, business records, contracts, operational history, future profitability, and the representations made by Seller and on such other material facts as Buyer, in its sole discretion, deems necessary and prudent. 
7. Fees: Buyer and Seller each acknowledge that Company may receive a contingency fee based on the purchase price of the Business and a referral fee from a third party, such as an institutional lender or other professional, and shall not engage any advisor for this Transaction unless such advisor also acknowledges Company’s fees. If Company’s fee is contingent on completion of the sale and completion is prevented due to the fault of Seller or Buyer, the party at fault shall be liable immediately for any balance due of the Company’s fee. Any amount that the Buyer has deposited shall be applied first against Buyer’s obligation under this paragraph. Any party that attempts or persuades others to reduce or impair the Company’s fee shall be liable for intentionally interfering with Company’s contractual rights. Liability of the Company in any litigation or other claim made shall be limited to the amount of any fees actually collected by Company in respect to the Transaction. 

Agency Disclosure

Under applicable law, an “agent” is required to explain to sellers and buyers certain rules and concepts regarding agency and dual agency by giving such parties an “agency disclosure” form. This way, the parties can make an informed decision as to the type of relationship they wish to have with the agent. In this regard, Morgan & Westfield (“Company”) acts as an independent third party assisting a Seller with certain aspects of the Transaction. Unless Company specifies otherwise, Company has no power to bind the Seller, dispose of the Business, make any representations on behalf of Seller, or otherwise exercise any of the powers of an agent. 

1. Agency: If a competent authority determines that Company is acting as an “agent,” Company shall be deemed a single agent, acting only for the Seller and not the Buyer. Company does not represent the Buyer and shall not be deemed as a “dual agent.”
2. Full Disclosure: Under applicable law, the buyer and the seller of a business are each required to fully and fairly disclose to the other any, and all, information which is known to that party, or reasonably should be known, and which may or will be material to the other party’s decision to enter into the transaction. An agent must fully disclose all relevant information known to the agent to the party or parties that the agent represents. An agent, whether acting only for one party or as a dual agent, must make the same such disclosures to the other party, or to the other party’s agent, and cannot withhold any material information which such agent may know or, in the exercise of reasonable diligence, should discover.
3. Price and Valuation: There is an exception to the rule that a dual agent must disclose all information in their possession. In representing both seller and buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the seller will accept a price less than the asking price or that the buyer will pay a price greater than the price offered, even though there otherwise might be a duty to do so. 
4. Acknowledgment: Buyer and Seller each acknowledge and agree that: The party has carefully read and fully understands the matters discussed above and has had the opportunity to ask questions and/or to seek the advice of legal counsel in this regard.