Confidentiality Agreement and Deed
Having declared to you that, in general principle, we have a genuine interest in the above business proposal and having declared to you that we are ready, willing and able to carry out the terms of any contract we may enter into in regard to the above business proposal. We now request that, in your capacity as broker and advisor to the vendor, you supply us with a copy of any Information Memorandum ("the Memorandum") describing the vendor’s business. We undertake that the memorandum will be used for no purpose other than to assist in determining whether we wish to purchase the said business.
We agree:
a) that the Memorandum and any other material made available to us by Brindabella Business Brokers or the vendor or obtained in meeting with any of those parties will remain strictly confidential; and
b) to refrain from contacting or dealing directly with the vendor and or visit the premises of the business; without the prior consent from Brindabella Business Brokers.
We agree to maintain at all times the confidentiality of the material and in return for the material being made available to us we agree:
a) that the Memorandum and any information will be distributed on a "need-to-know basis" only to senior Executives or Directors of our entity, and such Executives or Directors will be bound to the terms of this agreement. A system will be instituted to facilitate the recovery of any such copies of all Memorandums (and any copies taken) will be returned to Brindabella Business Brokers.
b) to hereby acknowledge that: wrongful misuse of information provided by Brindabella Business Brokers of the vendor’s business, will cause damage or loss to the vendor and /or the agent - the inquirer will be held liable.
c) to indemnify Brindabella Business Brokers against any such damage or losses, and will pay relevant indemnity on demand, the amount of any losses, associated costs and expenses, and other liabilities of any nature suffered - either directly or indirectly, as a result of, or in connection with :
- any breach of this agreement at any time and / or
- in the event that the inquirer proceeds to purchase the business as a sole trader, partnership, trust, company, purchasers representative and/ or third party, either directly from the principle, or through any other means and not through the introducing agent (Brindabella Business Brokers).
The inquirer hereby acknowledges that the Memorandum has been compiled from material information and unaudited financial records properly obtained by the Agent from the vendor or the vendor’s accountant or advisor.
Intending purchasers should satisfy themselves as to the truth or accuracy of all information given by their own inspection, searches, inquiries, advices or as is otherwise necessary. The inquirer acknowledges that no representation or warranty has been made as to the accuracy or completeness of the material. No person in the employ of Brindabella Business Brokers has any authority to give or make any representations or warranty in relation to any businesses.
The inquirer hereby acknowledges that the agent has been solely instrumental in the introduction of the business to the inquirer and will suffer loss or damage if the inquirer contacts or attempts to deal with the vendor. The terms and conditions of this agreement shall continue to have full force and effect after the business is sold.
All materials furnished to the inquirer by Brindabella Business Brokers after the date hereof shall be subject to the terms of this agreement.
The inquirer hereby agrees that Brindabella Business Brokers has introduced us to the nominated business and we agree that we will not affect in any way the payment of fees or commissions to Brindabella Business Brokers.
I / We (as the inquirer) acknowledge that by signing this confidentiality agreement and deed, I / We agree to hold all matters strictly confidential and abide by all the terms and conditions of this confidentiality agreement and deed.