Between ("The AGENT) of one part:

    Dale Wood Business Sales (ABN:71 620 042 033)
    of 39 Charles Street, Norwood SA 5067
    Phone 08 8334 0600

    and "THE RECIPIENT" of the other part:

    Enter your details below (*designates required information):

    For the purpose of evaluating the business and affairs of:
    (hereinafter referred to as "THE BUSINESS")

    (“the BUSINESS”), being a business owned by a third party or third parties (“the OWNER”), with a view to entering into an agreement exclusively through the AGENT to purchase the whole or portion of the BUSINESS, the AGENT and/or the OWNER may disclose trade secrets, ideas, know-how, concepts, information, client lists, sales data, marketing material, promotional information and any other information relating to the BUSINESS or the OWNER or its affairs which is not in the public domain and which includes any such information in the AGENT’S power, possession or control concerning or belonging to any other person (“the CONFIDENTIAL INFORMATION”).

    THE RECIPIENT HEREBY AGREES:

    1. In consideration of the AGENT allowing the RECIPIENT to have access to the CONFIDENTIAL INFORMATION, the RECIPIENT agrees that it will keep and will ensure that all of its employees will keep the CONFIDENTIAL INFORMATION confidential, unless and until the parties agree that the CONFIDENTIAL INFORMATION is in the public domain other than by a breach of this agreement.

    2. The RECIPIENT will not and will ensure that its employees do not:

    2.1. disclose any of the CONFIDENTIAL INFORMATION to any other person without the prior written consent of the AGENT; or

    2.2. use any of the CONFIDENTIAL INFORMATION otherwise than for the SPECIFIED PURPOSE.

    3. At the conclusion of the SPECIFIED PURPOSE or upon the written request of the AGENT, at its own expense, the RECIPIENT will immediately deliver to the AGENT all records and materials (and copies of those records and materials) containing or embodying the CONFIDENTIAL INFORMATION that are in the possession of the RECIPIENT, its employees and any person to whom the RECIPIENT has disclosed all or any of the CONFIDENTIAL INFORMATION (whether or not with the consent of the AGENT).

    4. The RECIPIENT will not be bound to keep confidential any information if and to the extent that:

    4.1. the information is or becomes part of the public domain otherwise than by breach of this agreement by the RECIPIENT;

    4.2. the information is lawfully obtained by the RECIPIENT from another person without any restriction as to use and disclosure;

    4.3. the information was in the RECIPIENT’S possession prior to disclosure to it by the AGENT;

    4.4. the information is required to be disclosed by the operation of any law, stock exchange, judicial or parliamentary body or governmental agency;

    4.5. the AGENT or the OWNER has authorised in writing the disclosure of the information; or

    4.6. the information is disclosed by the RECIPIENT to its professional advisers who have agreed to keep confidential the CONFIDENTIAL INFORMATION.

    5. The RECIPIENT acknowledges and agrees that:

    5.1. the AGENT and the OWNER would suffer financial and other loss and damage if the CONFIDENTIAL INFORMATION were disclosed to any other person or used for any purpose other than the SPECIFIED PURPOSE and that monetary damages would be an insufficient remedy;

    5.2. in addition to any other remedy which may be available in law or equity, the AGENT and the OWNER are entitled to injunctive relief to prevent a breach of this agreement and to compel specific performance of this agreement; and

    5.3. it will immediately reimburse the AGENT and the OWNER for all costs and expenses (including legal costs and disbursements on a full indemnity basis) incurred in enforcing the obligations of the RECIPIENT under this agreement.

    6. It is agreed that:

    6.1. the RECIPIENT indemnifies the AGENT and the OWNER against all costs, expenses, actions or claims directly or indirectly incurred or suffered by either or both of them as a result of any breach of this agreement by the RECIPIENT; and

    6.2. the indemnity in clause 9.1 extends to and includes all costs, damages and expenses incurred by the AGENT or the OWNER or both in defending or settling any such costs, expenses, actions, suits proceedings, claims or demands (including legal costs and disbursements on a full indemnity basis).

    7. The RECIPIENT acknowledges and agrees that all negotiations with respect to the sale and purchase of the BUSINESS will be with AGENT only and under no circumstances shall the RECIPIENT make any contact with the OWNER, the OWNER’S staff and/or any other person associated with the OWNER without prior agreement with the AGENT.

    EXECUTED unconditionally as an agreement.

    If you agree to the terms and conditions of this agreement, check the box below. You must fill in a valid name, address and phone number, and agree to the terms and conditions of this agreement to continue.

    TERMS * I understand and agree to the terms and conditions of this agreement

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