The Agreement
Confidentiality Agreement
1. Disclosure by the Seller
The Seller will permit the Buyer to examine certain information including any economic, commercial, marketing and/or financial information concerning the Business (collectively, the “Confidential Information”), whether prepared by the Seller or their agent, its advisors or otherwise. The term “Confidential Information” shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents compiled and presented and prepared by or on behalf of the Seller (or their agents) which contents, reflect or are based upon, in whole or in part, the information furnished to the Buyer pursuant to this Agreement.
2. Confidentiality
The Buyer agrees and acknowledges:
a. That it will not disclose any of the Confidential Information in any manner whatsoever or use the Confidential Information in its own business or operations with the intention or result of thereby profiting or otherwise improving its position (other than through purchase, acquisition or development of the presented Business).
b. That it will not disclose to others that the Seller is considering selling the Business or that negotiations are taking or have taken place and that the Confidential Information exists or has been made available to you, or any of the terms, conditions or other facts with respect to the Business.
c. That it may make the Confidential Information available to its representatives necessary to evaluate the Business, provided the representatives, save the Buyer’s attorney, accountant, partner, co-shareholder, or spouse are disclosed to the Seller and execute a Confidentiality Agreement if so required by the Seller.
d. That its review and inspection of the Confidential Information shall be solely to conduct due diligence on its own behalf, for the purpose of determining a desire to purchase, develop, acquire or own the Business.
3. Return of Information
Unless otherwise authorized by the Seller the Buyer agrees that:
a. Any Confidential Information revealed to it under this Agreement, together with any copies, summaries, analyses of extracts, will be returned to the Seller or their representatives within sixty (60) days from the date of this agreement unless otherwise directed by the Seller in writing.
b. Until the return of the Confidential Information, the Buyer will continue to be bound by the obligations of Confidentiality and other obligations under this agreement.
4. Injunction
The Buyer agrees that it may be difficult to measure damage to the Seller from any breach by the Buyer or their representatives of the promises set forth in this Agreement and that monetary compensation alone for any breach would not be an adequate remedy for any such breach. Accordingly, the Buyer agrees that if any provision of this agreement is breached, the Seller shall be entitled, in addition to all other available remedies, including but not limited to those under Federal Statute and monetary damages, to injunctive or other appropriate equitable relief to restrain such breach by the Buyer or their representatives, without showing or proving any actual damage sustained. It is understood and agreed that no failure or delay by the Seller in exercising any right, power or privilege under this agreement shall operate as a waiver of the Seller’s rights under this agreement.
5. Representation and Warranties
The Buyer hereby agrees that the Seller or their Selling Agent shall not have any liability to the Buyer and their representatives relating to or resulting from the use of the Confidential Information.
6. Entire Agreement
The parties acknowledge and agree that this Agreement is the entire agreement with respect to the Confidential Information and that no other representations, warranties or promises relating to such information have been made by either party to the other. No modification of this agreement shall become effective unless in writing, dated and signed by both parties. In consideration of and subject to the Buyer executing this Confidentiality Agreement (the “Agreement”) the Seller is willing to make available to the Buyer certain information relating to the Business.
Additional Terms
All inspections of the business are to be arranged through Caville Pty Ltd t/as Boston Brokers. The Buyer agrees not to approach the Seller, their staff, or the premises directly.
Caville Pty Ltd t/as Boston Brokers and its personnel are not investment or financial advisors.
Caville Pty Ltd t/as Boston Brokers does not investigate or assess the truth, accuracy, or completeness of information supplied by the Seller.
Privacy Act — The Buyer agrees to return and destroy all Confidential Information if they do not proceed with a purchase.The Buyer has been introduced to the business by Caville Pty Ltd t/as Boston Brokers and no other agent.
Caville Pty Ltd t/as Boston Brokers is an agent of the Seller. The Buyer must satisfy itself and conduct its own enquiries in relation to all Confidential Information supplied.