Murphy Business & Financial - Mountain West
Standard “Confidentiality/Disclosure” Agreement
PROSPECT agrees that PROSPECT approached BROKER, and that BROKER was the first to advise them of the availability and details concerning the following business and/or real property opportunities:
Listing Number:
Business Description:
Initials:
- PROSPECT understands and agrees that all dealings concerning the opportunities above will be handled through BROKER and that BROKER has entered into agreements with Sellers for the payment of commissions. BROKER will furnish to PROSPECT certain proprietary information relating to the various operations, properties, personnel, financial and other matters which are non-public, confidential or proprietary in nature and are hereinafter referred to as “Proprietary Information.” The Proprietary Information will be kept confidential and shall not, without the prior written consent of BROKER, be disclosed by PROSPECT or its agents, representatives or employees, in any manner whatsoever, in whole or in part, and shall not be used by PROSPECT, its agents, representatives or employees, other than in connection with the purchase of one of the opportunities described above. PROSPECT shall be fully responsible for any breach of this Agreement by itself, its agents, representatives or employees. The Proprietary Information (including any copies thereof) will be returned to BROKER immediately upon BROKER’s request. PROSPECT agrees that it shall not retain any copies of the Proprietary Information supplied pursuant to the terms and conditions of this Agreement.
- Any and all information provided to PROSPECT is provided for informational purposes only. BROKER does not make any representations and/or warranties as to the accuracy of the information provided and that PROSPECT is to make his or her own independent evaluation of the opportunities described above. PROSPECT acknowledges that BROKER has advised PROSPECT to seek independent professional advice in the review and evaluation of the information provided and that PROSPECT should seek the advice of an attorney and/or certified public accountant.
- In the event PROSPECT discloses the availability of said designated opportunities to a third party who purchases a business without BROKER assistance, then PROSPECT, in addition to the remedies specified herein, is also responsible for payment of BROKER'S compensation which would have been paid on the listed selling price or minimum compensation, whichever is greater.
- For two years from the date of this Agreement, PROSPECT agrees not to deal directly or indirectly with the Sellers of the opportunities listed above without the prior written consent of BROKER. If PROSPECT enters into a sale and/or purchase agreement, a management contract or other financial arrangement with a Seller of an opportunity, including a leasing of the business premises from the Seller or its Landlord, PROSPECT shall be liable for any and all damages BROKER may suffer, including but not limited to the Seller’s commission payable on the sales price or minimum commission due under the Listing Agreement with Seller, whichever is greater and, any commission due on the lease agreement negotiated with the Landlord. PROSPECT agrees and does hereby appoint BROKER its attorney in fact to execute all documents necessary to place a lien on the business assets to collect its compensation, and this Agreement shall be the consent to do so as required by Idaho Statute.
- This Contract shall be governed by the laws of the state of Idaho. Any breach of this Agreement shall result in the prevailing party being entitled to receive from the other party all of its reasonable attorney’s fees, costs, and expenses incurred at both the trial and appellate levels. The parties hereby consent to personal jurisdiction and venue, for any action arising out of a breach or threatened breach of this Agreement in the Circuit Court in and for Ada County, Idaho. The parties hereby agree that any controversy which may arise under this Agreement would involve complicated and difficult factual and legal issues. Therefore, any action brought by either party, alone or in combination with others, whether arising out of this Agreement or otherwise, shall be determined by a Judge sitting without a jury.
- The Seller is the intended beneficiary of all covenants of PROSPECT which benefit the Seller, including without limitation the covenants concerning the use of information disclosed to PROSPECT, and a Seller may bring an action to enforce such covenants. PROSPECT represents and warrants to BROKER that PROSPECT does not represent a third party, governmental agency or competitor of the business, nor is PROSPECT employed by a competitor and the sole purpose for receiving any information regarding a business is to purchase said business. PROSPECT acknowledges receiving a copy of this Agreement and a facsimile copy with signatures shall be considered as original.
- The undersigned confirms that he or she has read and understood the Agency Disclosure Brochure and understands that he or she is a “customer” and is not represented by a broker unless there is a signed written agreement for agency representation. All Broker agents represent the client company and under their fiduciary duty can only release client- approved information. You are deemed a "customer" and owed a duty of being treated honestly and fairly.
BROKER
Murphy Business & Financial – Mountain West
800 W Main Street, Suite 1460, Boise, ID 83702
AGENT
First Name:
Last Name:
Email:
PROSPECT
Name:
Email:
Organization:
Phone:
Address:
Capital Available for Investment:
Estimated Personal Net Worth:
Agency Disclosure Brochure
A Consumer Guide to Understanding Agency Relationships in Real Estate Transactions
Duties owed to Idaho consumers by a real estate brokerage and its licensees are defined in the “Idaho Real Estate Brokerage Representation Act.” Idaho Code 54-2082 through 54-2097.
This informational brochure is published by the Idaho Real Estate Commission.
Effective July 1, 2020
“Agency” is a term used in Idaho law that describes the relationships between a licensee and some parties to a real estate transaction.
Right Now You Are a Customer
Idaho law says a real estate brokerage and its licensees owe the following “Customer” duties to all consumers in real estate transactions:
- Perform necessary and customary acts to assist you in the purchase or sale of real estate;
- Perform these acts with honesty, good faith, reasonable skill and care;
- Properly account for money or property you place in the care and responsibility of the brokerage; and
- Disclose “adverse material facts” which the licensee knows or reasonably should have known. These are facts that would significantly affect the desirability or value of the property to a reasonable person, or facts establishing a reasonable belief that one of the parties cannot, or does not intend to, complete obligations under the contract.
If you are a Customer, a real estate licensee is not required to promote your best interests or keep your bargaining information confidential. If you use the services of a licensee and brokerage without a written Representation (Agency) Agreement, you will remain a Customer throughout the transaction.
A Compensation Agreement is a written contract that requires you to pay a fee for a specific service provided by a brokerage, and it is not the same as a Representation Agreement. If you sign a Compensation Agreement, you are still a Customer, but the brokerage and its licensees owe one additional duty:
- Be available to receive and present written offers and counter-offers to you or from you.
You May Become a Client
If you want a licensee and brokerage to promote your best interests in a transaction, you can become a “Client” by signing a Buyer or Seller Representation (Agency) Agreement. A brokerage and its licensees will owe you the following Client duties, which are greater than the duties owed to a Customer:
- Perform the terms of the written agreement;
- Exercise reasonable skill and care;
- Promote your best interests in good faith, honesty, and fair dealing;
- Maintain the confidentiality of your information, including bargaining information, even after the representation has ended;
- Properly account for money or property you place in the care and responsibility of the brokerage;
- Find a property for you or a buyer for your property, and assist you in negotiating an acceptable price and other
terms and conditions for the transaction;
- Disclose all “adverse material facts” which the licensee knows or reasonably should have known, as defined above; and
- Be available to receive and present written offers and counter-offers to you or from you.
The above Customer or Client duties are required by law, and a licensee cannot agree with you to modify or eliminate any of them.
Agency Representation (Single Agency)
Under “Agency Representation” (sometimes referred to as “Single Agency”), you are a Client and the licensee is your Agent who represents you, and only you, in your real estate transaction. The entire brokerage is obligated to promote your best interests. No licensee in the brokerage is allowed to represent the other party to the transaction.
If you are a seller, your Agent will seek a buyer to purchase your property at a price and under terms and conditions acceptable to you, and assist with your negotiations. If you request it in writing, your Agent will seek reasonable proof of a prospective purchaser’s financial ability to complete your transaction.
If you are a buyer, your Agent will seek a property for you to purchase at an acceptable price and terms, and assist with your negotiations. Your Agent will also advise you to consult with appropriate professionals, such as inspectors, attorneys, and tax advisors. If disclosed to all parties in writing, a brokerage may also represent other buyers who wish to make offers on the same property you are interested in purchasing.
Limited Dual Agency
“Limited Dual Agency” means the brokerage and its licensees represent both the buyer and the seller as Clients in the same transaction. The brokerage must have both the buyer’s and seller’s consent to represent both parties under Limited Dual Agency. You might choose Limited Dual Agency because you want to purchase a property listed by the same brokerage, or because the same brokerage knows of a buyer for your property. There are two kinds of Limited Dual Agency:
Without Assigned Agents The brokerage and its licensees are Agents for both Clients equally and cannot advocate on behalf of one client over the other. None of the licensees at the brokerage can disclose confidential client information about either Client. The brokerage must otherwise promote the non-conflicting interests of both Clients, perform the terms of the Buyer and Seller Representation Agreements with skill and care, and other duties required by law.
With Assigned Agents The Designated Broker may assign individual licensees within the brokerage (“Assigned Agents”) to act solely on behalf of each Client. An assigned Agent has a duty to promote the Client’s best interests, even if your interests conflict with the interests of the other Client, including negotiating a price. An Assigned Agent must maintain the Client’s confidential information. The Designated Broker is always a Limited Dual Agent for both Clients and ensures the Assigned Agents fulfill their duties to their respective clients.
What to Look For in Any Written Agreement with a Brokerage
A Buyer or Seller Representation Agreement or Compensation Agreement should answer these questions:
- When will this agreement expire?
- What happens to this agreement when a transaction is completed?
- Can I work with other brokerages during the time of my agreement?
- Can I cancel this agreement, and if so, how?
- How will the brokerage get paid?
- What happens if I buy or sell on my own?
- Under an Agency Representation Agreement am I willing to allow the brokerage to represent both the other party and me in a real estate transaction?
Real Estate Licensees Are Not Inspectors
Unless you and a licensee agree in writing, a brokerage and its licensees are not required to conduct an independent inspection of a property or verify the accuracy or completeness of any statements or representations made regarding a property. To learn about the condition of a property, you should obtain the advice of an appropriate professional, such as a home inspector, engineer or surveyor.
Audio/Video Surveillance
Use caution when discussing anything while viewing a property; audio or video surveillance equipment could be in use on listed properties.
If you sign a Representation Agreement or Compensation Agreement with a licensee, the contract is actually between you and the licensee’s brokerage. The Designated Broker is the only person authorized to modify or cancel a brokerage contract.
The licensee who gave you this brochure is licensed with:
Name of Brokerage: Murphy Business & Financial-Mountain West
Phone: (208) 286-2300
RECEIPT ACKNOWLEDGED
By signing below, you acknowledge only that a licensee gave you a copy of this Agency Disclosure Brochure.
This document is not a contract, and signing it does not obligate you to anything.
