CONFIDENTIALITY AGREEMENT
Interpretation
In this Confidentiality Agreement, unless the context otherwise requires:
(a) Recipient
“Recipient” means the party referred to in this Confidentiality Agreement and includes all parties described in any Items Schedule, Contract of Sale, Heads of Agreement, Purchase Agreement, Deed, or any agreement that results in the Recipient, or their heirs, executors, administrators, successors, or assigns, either directly or indirectly, having any consideration or interest in the Business and/or Property (“Agreement”).
If the Recipient uses a new or related legal entity, changes its identity or name, or if a Controller, Liquidator, Administrator, Trustee, or Executor is appointed, the term “Recipient” shall extend to include such entity or representative, as the case may be.
(b) Business
“Business” means the business referred to in this Confidentiality Agreement and/or described in any Agreement.
(c) Property
“Property” means the property referred to in this Confidentiality Agreement and/or described in any Agreement.
(d) Seller
“Seller” means the party described in any Agreement with the Recipient and includes their heirs, executors, administrators, successors, and assigns.
Should the Seller use a new or related legal entity, change identity or name, or have a Controller, Liquidator, Administrator, Trustee, or Executor appointed, the term “Seller” shall extend accordingly.
(e) Agent
“Agent” means Q1 Brokers.
(f) Words denoting the singular include the plural and vice versa; words denoting individuals or persons include corporations and vice versa; and references to one gender include all genders.
References to documents or agreements also refer to those as amended, novated, or replaced.
(g) Grammatical variations of defined words or phrases have corresponding meanings.
(h) References to the Recipient shall bind their heirs, executors, administrators, successors, and assigns.
(i) Obligations under this Confidentiality Agreement that affect more than one party bind them jointly and severally.
AGREEMENT
In consideration of the Agent agreeing to provide me/us (the “Recipient”) with information relating to any Business and/or Property presented by the Agent, I/we hereby agree and undertake as follows:
1. I/we will maintain in strict confidence all information, statements, opinions, forecasts and other matters of whatsoever nature, whether written, oral, electronic or otherwise (“Confidential Information”), except where such information is or becomes publicly available through no fault of my/our own.
2. I/we will not disclose any Confidential Information to any employee, adviser or third party unless they are required to have such knowledge strictly for the purpose of evaluating the Business and/or Property.
3. Should disclosure to an employee, adviser or third party be necessary, I/we undertake to ensure that, prior to any disclosure, such parties agree to be bound by the terms of this Confidentiality Agreement.
4. I/we agree that all Confidential Information supplied by the Agent and/or Seller shall be used solely for the purpose of evaluating the possible acquisition of the Business and/or Property and for no other purpose whatsoever.
5. Should I/we decide not to proceed with the purchase or investment in the Business and/or Property, I/we will immediately return to the Agent all Confidential Information, including any copies or notes derived therefrom, and permanently delete all electronic records. I/we will continue to maintain the confidentiality of such information and refrain from using it for any purpose.
6. I/we will not, directly or indirectly, contact, communicate with, negotiate with or engage with:
- The Seller
- Staff members
- Customers
- Suppliers
- Contractors
- Landlords
- Managing agents
- Any party associated with the Business and/or Property
without the prior written consent or involvement of the Agent.
7. I/we acknowledge that the Agent is the introducing agent and that all communications and dealings with the Seller will be conducted exclusively through the Agent unless otherwise agreed in writing.
8. I/we will not act or omit to act in any way that interferes with, circumvents or avoids the Agent’s entitlement to commission.
9. Should I/we, or any related entity, associate, nominee, family member, company, trust, adviser or representative directly or indirectly acquire, purchase, lease, obtain an interest in, negotiate for or facilitate the acquisition of the Business and/or Property within two (2) years from the date the Business and/or Property was introduced by the Agent, whether during or after the listing period and whether with or without the involvement of the Agent, I/we agree that:
- The Agent was the effective cause of the acquisition; and
- I/we shall be liable to pay to the Agent all commission, fees, charges and losses that would otherwise have been payable to the Agent had the transaction been completed through the Agent.
10. I/we agree to indemnify and hold harmless the Agent from and against any actions, proceedings, costs, claims, demands, losses, damages or liabilities arising from any breach of the undertakings contained herein, including any loss of commission suffered by the Agent.
11. The obligations, covenants and undertakings contained in this Confidentiality Agreement shall remain in force indefinitely and survive termination of discussions or negotiations without limitation of time.
12. I/we acknowledge that the Agent does not adopt, warrant or endorse any information provided by the Seller and that such information should be independently verified by me/us through my/our own investigations, accountants, solicitors and professional advisers.
13. I/we agree not to solicit or entice away any employee, contractor, supplier or customer of the Business for a period of two (2) years from the date of this Agreement.
14. I/we agree that this Confidentiality Agreement, including any electronic version, website acceptance, email acceptance or electronic signature thereof, is legally binding and enforceable.
15. This Confidentiality Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia and the parties submit to the jurisdiction of the Courts of Queensland.
