Non-Disclosure Agreement
This agreement is entered into between the person completing the online NDA form ("Recipient") and the licensed business broker identified on the listing page ("Broker"), together with the business owner or vendor represented by the Broker ("Vendor").
1. Purpose
The Recipient has requested access to a Confidential Information Memorandum ("CIM") and other confidential materials in connection with a specific business offered for sale by the Broker on behalf of the Vendor (the "Business"). This agreement governs the Recipient's use of that information.
2. Confidential Information
"Confidential Information" means all non-public information disclosed by the Broker or Vendor to the Recipient in connection with the Business, including but not limited to: the identity of the Vendor and the Business; trading history, financial statements, and profitability; customer lists, supplier arrangements, and pricing; leases, licences, contracts, and intellectual property; employee arrangements; operational systems and processes; the fact that the Business is for sale; and any documents marked "confidential" or reasonably understood to be confidential.
3. Recipient's Obligations
The Recipient agrees to:
- Hold all Confidential Information in strict confidence and use it only to evaluate a potential acquisition of the Business.
- Not disclose Confidential Information to any third party without the prior written consent of the Broker, except to the Recipient's directors, employees, professional advisers, and financiers who have a legitimate need to know and who are bound by equivalent confidentiality obligations.
- Not directly or indirectly contact the Vendor, its employees, customers, suppliers, landlord, or franchisor in relation to the Business without the Broker's prior written consent. All communications must be channelled through the Broker.
- Not use Confidential Information to compete with, solicit customers or employees from, or otherwise cause detriment to the Business or the Vendor.
- Return or destroy all Confidential Information (including copies, notes, and derivatives) on request by the Broker, or if the Recipient decides not to proceed with an acquisition.
4. Exclusions
The obligations in clause 3 do not apply to information that: (a) is or becomes publicly available other than through breach of this agreement; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) is required to be disclosed by law, provided the Recipient gives the Broker prompt notice and cooperates with any request to limit or resist disclosure.
5. Reliance and Warranties
The Confidential Information is provided as-is. Neither the Broker nor the Vendor gives any warranty, express or implied, as to its accuracy or completeness. The Recipient must make its own independent enquiries and obtain its own professional advice before making any acquisition decision. The Recipient acknowledges that it is not relying on any statement or representation made by the Broker.
6. No Agency, No Offer
Nothing in this agreement creates any partnership, joint venture, or agency between the parties. The disclosure of Confidential Information does not constitute an offer to sell the Business. Any sale is subject to a separate written contract signed by the Vendor.
7. Term
This agreement takes effect when the Recipient submits the online NDA form and continues indefinitely with respect to Confidential Information that is not publicly available through no fault of the Recipient.
8. Remedies
The Recipient acknowledges that damages may be an inadequate remedy for a breach of this agreement, and the Broker and Vendor are entitled to seek injunctive relief in addition to any other remedy available at law or in equity. The Recipient will indemnify the Broker and the Vendor for any loss, damage, cost, or expense arising from a breach of this agreement.
9. Governing Law
This agreement is governed by the laws of the State or Territory of Australia in which the Broker holds their real estate or business agent licence. The parties submit to the non-exclusive jurisdiction of the courts of that State or Territory.
10. Electronic Signature
By typing the Recipient's full legal name into the online NDA form and clicking "Submit", the Recipient signs this agreement electronically under the Electronic Transactions Act 1999 (Cth) and equivalent State legislation. The typed name is intended to have the same legal effect as a handwritten signature. The date, time, IP address, and browser details of the submission are recorded as evidence of execution.
11. Entire Agreement
This agreement is the entire agreement between the parties in relation to the Confidential Information for the Business identified on the listing page. It supersedes any prior discussions or arrangements.