Confidentiality Agreement

1. In consideration of the Vendor, its associates, and JCL Private Pty Ltd providing a Business Profile, financial information and any other information relating to the Business (the “Confidential Information”) to the Recipient, the Recipient acknowledges the confidential nature of the Confidential Information and the potential damage to the Vendor and the Business arising from a breach of confidentiality, and undertakes to:

1. keep the Confidential Information strictly confidential;
2. use the Confidential Information solely for the purpose of evaluating the opportunity to purchase the Business from the Vendor, and for no other purpose;
3. not use, or permit the use of, the Confidential Information to gain any advantage for the Recipient or any other party;
4. not use, or permit the use of, the Confidential Information in any way that may disadvantage the Vendor or the Business;
5. not disclose the Confidential Information to any person other than the Recipient’s professional advisers, directors or employees who have agreed to be bound by this Confidentiality Agreement and who undertake to maintain strict confidentiality of the Confidential Information. Where the Recipient is acting on behalf of a client, that client also agrees to be bound by this Confidentiality Agreement;
6. return all Confidential Information, together with any notes, copies or extracts thereof, upon request by the Vendor or JCL Private Pty Ltd;
7. not communicate, directly or indirectly, the Recipient’s interest in the Business offered by the Vendor to any customers, suppliers or employees of the Business or the Vendor; and
8. not disclose to any person (other than those referred to in clause 1(e)) that discussions have taken place in relation to the Vendor, the Business or the opportunity to purchase the Business.

2. The Recipient makes these undertakings in favour of JCL Private Pty Ltd and the Vendor, and both parties undertake to keep the Recipient’s interests confidential.

3. In the event that I/We eventually purchase the Business, whether as an individual, company or partnership, privately, through another agent or by any other source, I/We undertake to compensate JCL Private Pty Ltd for any damages and loss of commission arising from a breach of this Agreement.

4. The Business Profile and other information are provided by JCL Private Pty Ltd on the instructions of the Vendor and have been prepared from information supplied by the Vendor and the Vendor’s accountants. The Recipient acknowledges that the information has been supplied by the Vendor. However, JCL Private Pty Ltd and its management and officers disclaim any express or implied warranty as to the accuracy or completeness of the information provided. Acceptance of the Business Profile and other information constitutes acceptance of this disclaimer by the Recipient.