IN FAVOR OF
SBX Australia Pty Ltd
T/a SBXA Business Brokers
4 Columbia Court
Norwest Business Park
Baulkham Hills, NSW 2153
THIS AGREEMENT made the date on which the Confidential Agreement has been acknowledged, accepted and submitted BETWEEN:SBX Australia Pty Ltd T/a SBXA Business Brokers of 4 Columbia Court, Norwest Business Park, Baulkham Hills NSW 2153 AND: The person who has requested further information by way of a business profile on this business and all other businesses being marketed by SBXA Business Brokers. [hereinafter called ‘the Prospective Purchaser”] of the second part
A. SBX Austaralia Pty Ltd T/a SBXA 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 agrees that it may disclose information that may be of commercially sensitive and confidential nature to the Prospective Purchaser, subject to the terms of this Agreement and following execution of same.
In consideration of the Broker disclosing and/or making available confidential information and identity of the business on behalf of the Vendor to the Prospective Purchaser or to any other person at the Purchaser’s direction or to an Authorised advisor, the Prospective Purchaser and their Authorised advisor acknowledge and agree that:
1. In this Agreement, Confidential Information includes but is not limited to any trade secrets, confidential operations, processes or dealings of the company or any other information concerning the business such as assets, liabilities, finances, leases, clients, suppliers, employees, transactions and affairs of the Vendor or any of its subsidiaries or shareholders. SBX Australia Pty Ltd takes no responsibility for the accuracy of said information.
2. SBX Australia Pty Ltd agrees to provide information to the Prospective Purchaser including Confidential Information that would be reasonably necessary for the Prospective Purchaser subject to their own discretion.
3. Unless authorized by the Vendor or SBX Australia Pty Ltd in writing, the Prospective Purchaser warrants not to disclose any Confidential Information to any other person(s), corporation(s) and not to use any of it in any manner which may be of detriment to or cause loss, directly or indirectly, to the Vendor or SBX Australia Pty Ltd.
4. Notwithstanding that the Prospective Purchaser's offer does not proceed, the Prospective Purchaser acknowledges that this is a continuing obligation under this Agreement and that the Prospective Purchaser shall remain bound.
5. The Prospective Purchaser agrees not to make any direct contact or communicate with vendor, staff, landlord, suppliers, clients of the vendor or any other persons associated with the business.
6. The Prospective Purchaser will refrain from visiting the premises of the business.
7. Due to any breach of the Prospective Purchaser, the Vendor and/or SBX Australia Pty Ltd will have the ability to claim for damages.
8. The Vendor and/or SBX Australia Pty Ltd have the right to issue the Confidential Information to any other person at their discretion.
They shall authorise the Prospective Purchaser to make such Confidential Information available to its accountants, solicitors and business advisers on the understanding that they will be subject to the professional confidentiality as between the Prospective Purchaser and those specified persons.
In application for further information on this business and or any other business being marketed by SBX Australia Pty Ltd, you hereby agree that you are legally bound to the terms of this agreement and acceptance satisfies Section 5 of the Electronics Transactions Act 2002.
This Agreement is subject to New South Wales law and the parties to the jurisdiction of the NSW Courts 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 and agreed by both parties mutually before either party will commence legal proceedings.