Confidentiality Agreement 

1.        For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned “recipient” entered into this confidentiality agreement with and for the benefit of Joe Williams & Associates, Inc., and B & S Enterprises, the “Brokers,” d.b.a., Golf Course Sales USA. 

2.        The Brokers have or may subsequently provide the Recipient in connection herewith, certain technical, financial, and/or business information (collectively referred to herein as “the information), regarding certain businesses to facilitate an evaluation by the Recipient of whether to acquire the business, stock, or assets thereof.  The Recipient acknowledges that the information is highly confidential and proprietary to the businesses presented by the Brokers. 

3.        The Recipient shall not at anytime, without written consent of the Brokers, furnish, copy, reproduce, or distribute, in whole or in part, directly or indirectly, the information to anyone except the Recipients financial advisors and investors, who may be furnished with the information for the sole purpose of advising the Recipient as to the structure of any proposed purchase of the business, it’s stock, or assets.  The information will be kept permanently confidential and will be used only for the purpose set forth above.  The Recipient shall be under no obligation to maintain as confidential any information which: 

(a)     Recipient can show by legally sufficient written evidence was in it’s possession prior to disclosure by the Brokers and/or the business; or

(b)     Becomes generally available to the public in tangible form other than by acts or omissions of the Recipient; or

(c)     Is lawfully obtained from a third party.  The Recipient shall not contact the Business to discuss the sale or purchase of the Business or the information without prior written consent of the Brokers.  

4.        The Recipient hereby indemnifies and holds harmless the Brokers, their agents, representatives, employees and attorneys, from and against any and all claims, liabilities, actions, causes of action and damages, arising from or relating to any injury or loss arising out of, from, or attributed to the transactions or matters subject hereof, or the actions, omissions wrongful conduct or other breach of this Confidentiality Agreement by the Recipient, which indemnification shall include, without limitation, reimbursement of attorney’s fees and expenses incurred by the Broker in connection herewith. 

5.        The Recipient shall not enter into any agreement for the purchase of the Business, it’s stock and/or assets, unless said agreement contains a provision wherein the parties agree to acknowledge that the Brokers are the procuring cause of such agreement and the Brokers are entitled to a broker’s commission as agreed upon by the Business and the Brokers. 

6.        While the information is believed to be accurate, it is subject to change, error, or withdrawal of offering, without notice.  The Business and the Brokers expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in the information, or for omissions from it.  The Business reserves the right to require the return of the information at anytime. 

7.        The Broker retains the right to require from the Recipient proof of ability to complete the purchase transaction.(i.e. Financial statement, credit report, bank references, etc.) 

8.        A facsimile transmission of this document is deemed by the parties to be legal and binding.

9.       This document contains the entire agreement between the parties hereto with regard to the subject matter hereof.  If one or more of the provisions contained herein shall be held to be invalid, illegal, or unenforceable, the balance of this Agreement shall remain in full force and effect.  This Agreement shall be binding upon the parties, their heirs, successors, and assigns, where permitted.  This Agreement may not be assigned by the Recipient without the prior written consent of the Broker.  No ambiguity herein shall be resolved presumptively aginst any party.  This agreement shall be construed in accordance with the laws of the State of South Carolina, and the obligations of the parities are performable  in Colleton County, State of South Carolina, where venue shall lie for any actions brought hereunder.   

RECIPIENT:                                                                                           RECIPIENTS ADDRESS: