CONFIDENTIALITY AGREEMENT TERMS
TERMS & CONDITIONS
SCHEDULE 1 – THE CONFIDENTIAL INFORMATION
All materials, documents (business profile or financial profile) and records pertaining to that particular or any business of interest listed with Foresight Business Sales.
SCHEDULE 2 – THE PURPOSE
Evaluation of a possible commercial relationship between the Recipient and the Informant in relation to purchasing the business / entity as identified in Schedule 1.
A. There are matters described in Schedule 1 (“the Confidential Information”) which the Informant will provide to the Recipient. The Recipient wants to evaluate the Confidential Information for the purpose described in Schedule 2 (“the Purpose”).
B. The Confidential Information is confidential and valuable to the Informant. Unauthorised use or disclosure of the Confidential Information may cause irreparable harm to the Informant.
C. The Informant and the Recipient agree that the Informant will disclose the Confidential Information to the Recipient on the following terms:-
1. The Informant will endeavour to include in the Confidential Information all matters in its possession that are reasonably necessary for the Purpose.
2. The Informant will ensure that the Confidential Information is as complete and accurate as possible to enable the Recipient to achieve the Purpose.
3. The Informant warrants that to the best of its knowledge and belief, its disclosure of the Confidential Information and the Recipient’s use of the Confidential Information in accordance with this Agreement, does not infringe any law, nor is it a breach of any agreement to which the Informant is a party.
4. The Informant will ensure that any information provided by the Recipient to the Informant in respect of the Purpose remains confidential.
5. The Recipient can only use the Confidential Information for the Purpose. The Recipient must not use, or permit the use of, the Confidential Information in a manner or for a purpose that is detrimental to the Informant.
6. The Recipient also agrees after having gained Confidential Information, not to attempt to make contact with the Informant’s supplier(s), manufacturer(s), distributor(s), client(s) and employee(s) given that same may adversely affect the Informants Business as a result.
7. The Recipient shall not disclose, divulge or provide the Confidential Information, or the fact that the Confidential Information is being provided to the Recipient, to any person without the prior written consent of the Informant. However, the Recipient may disclose the Confidential Information to the following without prior written consent:
(a) a limited number of Directors (as defined in the Corporations Act), officers and employees of the Recipient on a strictly “need to know” basis; and (b) the local representatives, accountants, financiers, legal and financial advisers of the Recipient on a strictly “need to know” basis.
8. If the Recipient is required by law to disclose the Confidential Information, prior written consent is not required. However, the Recipient undertakes to:
(a) immediately notify the Informant of any actual or anticipated requirement of the law to disclose the Confidential Information; and (b) use its best endeavours to withhold the disclosure until the Informant has had reasonable opportunity to oppose the disclosure by lawful means.
Return of confidential information
9. If the Purpose is not achieved or negotiations between the Informant and the Recipient regarding the Purpose cease:
(a) the Informant can serve written notice to the Recipient to return the Confidential Information to the Informant;
(b) within three (3) business days of the receipt of the written notice, the Recipient must return all originals, copies and extracts to the Informant; (c) the Recipient will not retain any originals or copies of any document containing the Confidential Information or any part thereof; and (d) the return of the documents will be at the Recipient’s expense.
Transfer of obligations
10. The Recipient cannot assign, transfer or otherwise dispose of its obligations in this Agreement, either in whole or in part.
Recipient’s employees, agents etc
11. The Recipient must ensure that its directors, officers, employees, legal or personal representatives, accountants, financiers or financial advisers comply with the provisions of this Agreement which impose any obligation on the Recipient as if such people are party to the Agreement. A breach of such a provision by one of those people will be regarded as a breach of this Agreement by the Recipient.
Breach of Agreement
12. If the Recipient breaches a provision of this Agreement, the Informant will be entitled to seek all appropriate remedies, including monetary damages and interim, interlocutory or permanent injunctions against the Recipient, its directors, officers, employees and agents.
13. Each provision of this Agreement is deemed to be separate from the other provisions. If any of the provisions of this Agreement are not enforceable, all other provisions remain valid and enforceable in accordance with their terms.
14. Clause headings do not affect interpretation of this agreement.
15. This Agreement is to be governed and construed by the laws of Queensland. The parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland.
16. For twelve (12) months after the effective date of this Agreement, the Recipient and its directors, officers, employees and agents will not make any effort to circumvent the terms of this Agreement in an attempt to gain the benefits or considerations granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential Information, including but not limited to forming a contract of sale directly with the disclosing party or business of interest or any other business listed with Foresight Business Sales.
17. All inspections of businesses must be made by appointment through the Agent only. I/we agree not to inspect any business or the premises upon which any business is located or to contact any Seller or their employees directly other than
through and with the Agent.
18. All As the Recipient named in this Agreement, I/we acknowledge and agree that any materials supplied by Sellers relating to the businesses may include Nonverified and non-audited trading results and/or profit and loss reports, add-back schedules, related industry’s averaged and/or approximate costs/expenses and projected trading estimation. All information supplied is my/our responsibility to verify and confirm, and I/we agree not to hold the Agent and/or its salespersons and authorised personnel responsible for its accuracy, liability, or loss suffered by me/us in relation to the information contained in any business or financial profile and related documentation. I/We understand that the Agent and or its personnel are not investment and financial advisors. Their role in this matter is to simply relay information of any business in question, as provided by any Seller in their capacity as a representative of the Seller. I/We understand the Agent does not (i) investigate the truth or accuracy of the information given to us nor go through any due diligence process in relation to it (ii) make any professional or other judgment about the materials supplied by any Seller and (iii) assess the truth or accuracy of the information provided to us by any Seller.
19. As the Recipient named in this Agreement, I/we acknowledge and agree that Foresight Business Sales is authorised to notify me of new business listings and or price reductions.