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  • Parties. Kevin Lovewell; Broker of Negotia Group Pty Ltd (the Business Broker); and:
  • The Recipient
  • 1. Confidentiality.

    1.1 The Business Broker intends to disclose Confidential Information to the Recipient relating to the Business.
    1.2 The Recipient undertakes to keep secret and protect and preserve the confidential nature and secrecy of the Confidential Information. Without limiting this obligation, the Recipient must not:
    (a) use or permit any person to use the Confidential Information other than for the Purpose;
    (b) disclose or in any way communicate to any other person any of the Confidential Information except to the Recipient’s Professional Advisors or as expressly authorised by the Business Broker;
    (c) permit unauthorised persons to have access to places where the Confidential Information is stored; or
    (d) make or assist any person to make any unauthorised use of the Confidential Information;
    (e) without the written approval of the Business Broker, make direct contact with any person or entity referred to in the Confidential Information including the workers, customers and suppliers of the Business.
    1.3 The Recipient must:
    (a) take reasonable steps to enforce the confidentiality obligations imposed by this Agreement including diligently prosecuting, at its own cost, any breach or threatened breach of those obligations by a person; and
    (b) co-operate and provide the Business Broker with all reasonable assistance, in any action which they may take to protect the confidentiality of the Confidential Information.

    2. Return of Confidential Information.

    2.1 Upon the earlier to occur of:
    (a) a notice from the Business Broker; and
    (b) the time when the Confidential Information is no longer required for the Purpose. The Recipient must deliver to the Business Broker the Confidential Information or with the Business Broker’s prior written consent, destroy or erase it and notify the Business Broker accordingly.

    3. Disclaimer.

    3.1 The Recipient acknowledges and agrees that:
    (a) neither the Business Broker or any Personnel have made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information; and
    (b) it must make its own assessment of the information provided to it and satisfy itself as to the accuracy and completeness of the Confidential Information.
    3.2 To the extent permitted by law, the Recipient releases and indemnifies the Business Broker and the Personnel from all liability for any loss or damage (whether foreseeable or not) suffered by any person acting on any of the Confidential Information whether the loss or damage arises in connection with any negligence, default, lack of care, misrepresentation or any other cause.

    4. Breach & Indemnity.

    4.1 The Recipient must immediately notify the Business Broker of all information which comes to its attention regarding any actual or potential disclosure or use of Confidential Information other than in accordance with this Agreement.
    4.2 The Recipient indemnifies the Business Broker and the Personnel against any loss or damage incurred or suffered by the Business Broker arising directly or indirectly from or in connection with any breach of this Agreement by the Recipient.

    5. Term.

    5.1 This Agreement becomes effective on the earlier to occur of:
    (a) the date upon which Confidential Information is first provided to, learned or accessed by the Recipient; and
    (b) the date of this Agreement; and continues in force until the later to occur of:
    (c) agreement in writing by the parties; and
    (d) all the Confidential Information is available in the public domain.

    6. Definitions.

    (a) Confidential Information means all information disclosed by the Business Broker and all information learned or accessed by the Recipient at any time in connection with the Purpose.
    (b) Personnel means any person being an agent, adviser, sub-contractor, employee or other representative of the Business Broker.
    (c) Professional Advisors means the Recipient’s lawyer, accountant, financial advisor and financier.
    (d) Purpose means to assess the business specified in the Schedule or any other business of the Business Broker; (e) Recipient shall mean the party or parties receiving the Confidential Information.

  • Recipient:
  • Address:
  • Signed by Negotia Group Pty Ltd (the Business Broker)
  • Signed by the Recipient