In favour of:
Universal Business Brokers
150 Cronulla Street
Cronulla, NSW 2230
CONFIDENTIALITY AGREEMENT ON PURCHASE OF
THIS AGREEMENT made the date on which the Confidential Agreement has been acknowledged, accepted and submitted BETWEEN:SUPERWORLD PTY LTD (ABN 94 130 217 300) of 150 Cronulla Street, Cronulla NSW 2230, trading as Universal Business Brokers [hereinafter called “Universal Business Brokers”]of the first part AND: The person who has requested further information by way of a business profile on this business and all other businesses being marketed by Universal Business Brokers. [hereinafter called ‘the Prospective Purchaser”] of the second part
A. Universal Business Brokers are the selling agents of a business(es) [hereinafter called “the Vendor's Business”] for and on behalf of the owner of the business(es) [“the Vendor”] which the Vendor wishes to sell.
B. The Vendor is willing to disclose to the Prospective Purchaser, following the execution of this Agreement, information being of a commercially sensitive and confidential nature upon the terms of this Agreement.
C. The Prospective Purchaser wishes to obtain further particulars relating to the vendor's businesses In respect to consider making an offer for the Business(es) based upon the Confidential Information being supplied by the Vendor and/or Universal Business Brokers following the signing of this Agreement and the Prospective Purchaser’s own enquiries arising from the disclosures by or on behalf of the Vendor.
NOW THIS AGREEMENT as follows:-
1. In this Agreement Confidential Information includes any trade secret, secret or confidential operations, processes or dealings of the company or any information concerning the organisation, business, assets, liabilities, finances, customers, suppliers, employees, transactions and affairs of the Vendor or any of its subsidiaries or shareholders which may come to the Prospective Purchaser's knowledge as a result of enquiries made in respect of the Vendors' Business including the name and/or address of the lessor or managing agent of the lessee's representative.
2. Universal Business Brokers agrees to provide information to the Prospective Purchaser including Confidential Information that would be reasonably necessary for the Prospective Purchaser to consider and determine whether the Prospective Purchaser wishes to negotiate or place a bid to purchase the Vendor’s Business with Universal Business Brokers.
3. The Prospective Purchaser acknowledges the commercial sensitivity and confidential nature of the information to be provided by or on behalf of the Vendor in support of the Vendor’s Business and the Prospective Purchaser agrees not to reveal any Confidential Information to any person(s), corporation(s) unless authorised by Universal Business Brokers or the Vendor in writing.
4. The Prospective Purchaser agrees to take all precautions necessary to keep all Confidential Information entrusted and given to the Prospective Purchaser or of which the Prospective Purchaser may otherwise become aware, and not to use or attempt to use any of it in any manner which may injure or cause loss, directly or indirectly, to the Vendor or any of its companies and/or subsidiaries, directors or shareholders or the successors, or assigns to the Vendor’s Business or which may be likely to do so.
5. The Prospective Purchaser agrees unless authorised by the Vendor to use his best endeavours to prevent at all times any publication, dissemination or disclosure of any Confidential Information.
6. The Prospective Purchaser agrees that this is a continuing obligation under this Agreement and that the Prospective Purchaser shall remain bound notwithstanding that the Prospective Purchaser's offer is not accepted or is withdrawn or the Prospective Purchaser does not wish to proceed to purchase the Vendor’s Business for any reason whatsoever.
7. The Vendor authorises the Prospective Purchaser to make available to its accountants and solicitors and business advisers any Confidential Information given to the Prospective Purchaser by the Vendor or Universal Business Brokers on the understanding that such information given to the servants or agents of the Prospective Purchaser shall be subject to the usual and customary professional confidentiality as between the Prospective Purchaser and those specified persons.
8. The Vendor and Universal Business Brokers agree that they will not disclose the name of the Prospective Purchaser to any other interested party with the exception of their legal advisers, accountants, financiers and responsible staff members. The Purchaser agrees not to make any direct contact or communicate with vendor, their staff, landlord, suppliers or clients of the vendor without written consent of Universal Business Brokers.
9. The parties and the party signing on behalf of a party (by virtue of his signing of this Agreement) warrant, acknowledge and declare that the party signing on behalf of their respective party is authorised to do so and that their signing of this Agreement binds the respective party to the terms of
10. This Agreement shall be subject to the laws in New South Wales and the parties agree to submit themselves to the jurisdiction of the Courts of that State in respect of any matter arising out of this Agreement. In the event of a dispute as to the meaning or effect of this Agreement the parties agree to mediation of the dispute by a mediator nominated by the President for the time being of the Law Society of New South Wales before either party will commence legal proceedings.
11. If the Prospective Purchaser does not purchase the business but is able to obtain possession of those premises within six months of the date of this Agreement then the Prospective Purchaser agrees to pay Universal Business Brokers a fee of ten percent (10%) of the first year's market rent of the premises in which the Vendor's Business is conducted.
12. In this Agreement "Prospective Purchaser" shall include any partnership, corporation or trust in which either the Prospective Purchaser, Director or shareholder in the Prospective Purchaser or beneficiary of a trust of which the Prospective Purchaser is either a trustee or beneficiary.
13. In acceptance of the terms contained herein and application for further information on this business and or any other business being marketed by Universal Business Brokers you hereby agree that you are legally bound to this agreement and acceptance satisfies Section 5 of the Electronics Transactions Act 2002.