Confidentiality Agreement

Expert Business Pty Ltd,  trading as Expert Business Brokers

 

In consideration of the vendor of the Business and/or the Agent providing information relating to the business or the operations as conducted by the Vendor, the prospective purchaser agrees;

 

1. to keep all Confidential Information defined as being any documents, plans, permits, contracts, deeds, invoices, receipts, books, videos, images, sounds, computer files, financial statements, information about the Business or any persons affiliated with the Business, conversations with any party (including any discussions about the Business or its Particulars), emails, correspondence, text messages or any such other form of record or communication or any such other type of document, object or data in any way shape of form confidential and within its control and safe-keeping at all times;
2. to not disclose any information to any person including but not limited to the Vendor’s Landlord, suppliers, customers, employees or any other person or entity whether known to the vendor or not, without prior written consent from the Vendor;
3. to not at any time use for themselves or for another’s benefit (whether said benefit is of financial gain or not) such information other than for the purpose of completing the purchase of the subject Business by way of assessing and evaluating the Business;
4. that it must not undertake any Business inspection without prior appointment with the Agent first, this includes attending the Business for mere observation;
5. that the Agent may disclose any information that the Prospective Purchaser provides to the Agent or to the professional advisors of the Vendor or the Agent for purposes of transacting on the Business Sale;
6. that its details shall be stored in the customer database of the Agent and that it will receive communications by telephone, post or by any electronic communication device and in order for this to be revoked after completion of any transaction, the Prospective Purchaser must advise the Agent in writing of same;
7. to only discuss the information with professional advisors (solicitors, accountants, valuers and bankers) who must also agree to the terms of this Confidentiality Agreement;
8. that in the event any professional advisor as named in clause 7 of this Confidentiality Agreement misuses the confidential information, then the Prospective Purchaser shall be held vicariously liable for said misuse and the Agent and/or Vendor may have a claim against the Prospective Purchaser as a result of same if loss and damage is incurred;
9. that any agreement to purchase or licence the whole or portion of the business shall be exclusively though the Agent and not through any other avenue including not through the Vendor directly;
10. to immediately return to the Agent all such information and other details in any way shape or form including written form, maps, graphs, plans, images, any drawings and any copies made of written information and drawings or note summaries or extracts thereof if any in the event the Prospective Purchaser is no longer proceeding with the acquisition or at any time when requested by the Agent or the Vendor (in any verbal or written communication);
11. that it cannot under no circumstances make direct contact with the vendor without the prior consent of the Agent;
12. if the Prospective Purchaser buys, or assists a third party in buying the subject business direct from the vendor, or from another Agency or third party other than through the Agent, the Prospective Purchaser hereby acknowledges and agrees that the Agent is entitled to sue for damages and pursue any loss and damage from the Prospective Purchaser for a breach of this Confidentiality Agreement. The Agent need not necessarily have pursued any other related party for loss and damage first prior to pursuing the Prospective Purchaser for loss and damage suffered and the Purchaser may not use the conduct of any related or third party as a defence to a breach of this Confidentiality Agreement;
13. and acknowledges that if any term of this agreement is breached by the Prospective Purchaser then the Agent may suffer loss and damage arising either directly or indirectly from the breach of this Agreement, including all costs for the Agent having to enforce this agreement or any other agreement associated with this Business, any amounts payable under the Agent’s exclusive authority, loss of opportunity, interest and legal costs on an indemnity basis. Therefore the Prospective purchaser agrees to hereby indemnify the Agent for any loss and damage suffered as a result of the Prospective Purchaser’s breach of this Confidentiality Agreement;
14. that the losses particularised in clause 13 of this Confidentiality Agreement are not exhaustive and the Agent has the right to claim any further loss and damage it may suffer as a result of any breach of this Confidentiality Agreement and the Prospective Purchaser otherwise agrees that the items listed in clause 13 of this Confidentiality Agreement are reasonable;
15. that any information provided by the Agent has been provided on behalf of the Vendor and the Agent has not created the said information nor does it provide any implied or express warranty in relation to the information provided. The Prospective Purchaser acknowledges and understands that it has its own responsibility to complete its investigations as to the information provided and shall not hold the Agent, its employees or advisors accountable for any of the information it has provided;
16. that it has had the opportunity to obtain legal advice in relation to this document and have either taken said legal advice or declined the opportunity to do so;
17. that any person who signs this Confidentiality Agreement, whether signing on behalf of a company, trust or itself, is hereby personably liable for all clauses herein under this agreement;
18. this agreement will apply to any business currently available from the Agent and in the event the Prospective Purchaser enquiries on any further businesses listed with the Agent at the time of executing this Agreement, or any time after, then this Confidentiality Agreement and the terms therein shall apply to the further business; and
19. a copy of the driver’s licence, passport and/or any other form of identification acceptable to the agent must be provided by the Prospective Purchaser upon execution of this Agreement.
20. The Agent need not execute a copy of this agreement for it to be binding on the Prospective Purchaser, once executed by the Prospective Purchaser, this Confidentiality Agreement shall be binding.
21. this Confidentiality Agreement refers to all and any Business which is introduced to the Prospective Purchaser by the Agent or which is advertised by the Agent. In interpreting this Confidentiality Agreement, the term “Business” also interchangeably means “Businesses” and any reference to the words “the Business” in any clause refers to any business Introduced to you/advertised for sale by the Agent.
22. Electronic exchange.       Definitions: Electronic Signature means a digital signature or a visual representation of a person’s handwritten signature or mark which is placed on a physical or electronic copy of this transfer by electronic or mechanical means and “electronically signed” has a corresponding meaning.
    1. The Prospective Purchaser to this Confidentiality Agreement hereby agree that this document will be executed and entered into using electronic means.
    2. If, at any time, as a result of this Confidentiality Agreement being entered into using electronic means the Confidentiality Agreement’s terms and conditions are invalid or unenforceable or the Prospective Purchaser is not bound by same, the Prospective Purchaser will execute and exchange a printed copy of this Confidentiality Agreement and take such other steps or provide such assurances as are reasonably necessary to ensure that the transfer is binding upon the Prospective Purchaser and enforceable. To not abide by this condition is an essential breach of this Confidentiality Agreement.
    3. Nothing in this additional provision prevents or restricts any party to the agreement from executing and exchanging physical copies of the Confidentiality Agreement.Executed as an Agreement on this date Prospective Purchaser’s Execution I/We hereby agree to all of the terms and conditions herein this agreement;