Confidentiality & Non-Disclosure

Mutual Confidentiality and Non-Disclosure Agreement 

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This Agreement is made on ___________________________________, 2026, between:

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Small Business SOS, operating as 'The Workshop Door'

Address: ________________________________________ ("The Workshop Door")

and

Dealer / Business Name: ____________________________________

Address: ________________________________________ ("the Dealer")

 

Each is a "Party," and together they are "the Parties."

 

1. Purpose

The Parties wish to discuss a possible sale, purchase, financing, or transition of the Dealer's business (the "Purpose"). To do that, each Party may share confidential information with the other.

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2. Confidential Information

"Confidential Information" means any non-public information shared by either Party, in any form, including:

          · financial statements, tax returns, sales figures, and valuations

          · inventory, floor plan, lender, and OEM or franchise information

          · employee, customer, and supplier information

          · deal structures, terms, pricing, and lender and investor sources

          · the fact that the Parties are in discussions at all

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3. What Is Not Confidential Information:

Information is not legally considered confidential if:

          · it is already public through no fault of the receiving Party

          · was already known to the receiving Party before it was shared

          · is received lawfully from someone else with no duty of confidentiality

          · is developed independently without using the other Party's information

 

4. Our Promise to Each Other, Each Party will:

· keep the other's Confidential Information strictly private

· use it only for the Purpose

· share it only with its own advisors, lenders, or investors who need it for the Purpose and who are bound to keep it confidential

 

5. Discretion About the Discussions:

Neither Party will tell the Dealer's employees, customers, suppliers, OEMs, or competitors that discussions are taking place, unless both Parties agree in writing.

 

6. Non-Circumvention

The Dealer will not use The Workshop Door's lender, investor, or buyer contacts to complete a transaction directly with them, without The Workshop Door, for 24 months after the date of this Agreement.

 

7. Required by Law

If either Party is legally required to disclose Confidential Information, it will give the other Party prompt written notice where the law allows, and disclose only what is required.

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8. Return or Destruction

When either Party asks, the other will return or destroy the Confidential Information it holds.

 

9. No Obligation

This Agreement does not require either Party to complete any transaction.

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10. Term

This Agreement lasts for 3 years from the date above.

 

11. Remedies

Each Party agrees that a breach may cause harm that money alone cannot fix. The harmed Party may seek an injunction in addition to any other remedy available at law.

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12. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.

 

13. Entire Agreement

This is the entire agreement between the Parties about confidentiality. Any change must be in writing and signed by both Parties.

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Small Business SOS, operating as The Workshop Door 

          

Name: Thomas McKenzie     Signature: ________________________________

      

Date: ____________________

 

Dealer Name:________________________________     Signature: ________________________________ 

       

Title: ____________________________ Date: ____________________

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