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Confidentiality Agreements

In Consideration of Manan Business Sales, hereinafter referred to as “agent” or “Manan” and its client hereinafter referred to as “vendor” or “seller” sharing all details of its business with the recipient, which details are referred to as “confidential information” or “information” the recipient hereby agrees and undertakes to keep all such information absolutely secure and confidential at

all times now and hereafter regardless of the outcome of the transaction and to keep the vendor and the agent absolutely indemnified in all respects in the event of any claim for any breach of confidentiality in respect of the information so furnished.

The recipient hereby agrees and undertakes:

  • To keep secret and confidential all the information furnished by the agent and/or vendor at all times;

  • To use the confidential information only for the purpose for which it is furnished such as evaluation and assessment of business opportunity relating to the business under consideration;

  • To use the information only for knowledge and not to leverage any undue advantage for any purpose;
  • Not to use use the confidential information to the disadvantage of the vendor and his/its business operations;
  • Not to share such confidential information with anyone save and except those directly involved with the proposed transaction and who, in turn, shall unconditionally be bound by the terms of this Confidentiality Agreement and, further, if the recipient is acting on behalf of a third-party client, then the confidentiality agreement will be equally binding on the recipient and their client(s) at all times regardless of the outcome of the business negotiations;

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* Terms & Conditions

  • To return all such papers, documents, digital data related to the proposed business and the transaction or to ensure that digital data is destroyed or removed from storage devices as and when requested by the vendor or agent;
  • Not to event make any mention about any ongoing transaction or even that the parties are in talks or to disclose the purpose of such talks.

The recipient agrees and undertakes not to deal directly with the vendor but to only conduct transactions such as discussions, negotiations, communications and offers through the aforesaid agent or Manan.

The recipient acknowledges that this confidentiality agreement is legally binding to him and the vendor and its agent and that breach in any manner of any terms shall invite legal action for which the recipient will be entirely responsible.

Should the recipient breach any of the terms of this confidentiality agreement at any time and in any manner then that recipient is liable to the vendor and/or agent to compensate for any loss or damage arising directly or indirectly from such breach and will unconditionally and without dispute pay up the damages so assessed and reimburse the agent and the vendor all costs and, further, reimburse the agent in full for the commission it would be entitled to had the deal been finalized as proposed. The recipient also further undertakes and agrees to keep the vendor and the agent fully indemnified for any such actions arising out of breach of this agreement by the recipient.

The agent provides information to the recipient with the concurrence of the vendor and such confidential information is based on the data provided by the vendor and its staff, legal advisors and consultants. The recipient agrees that all such information is prima-facie considered accurate and correct but the vendor and the agent, jointly and severally, shall not be held liable or responsible for any implied warranties, errors of omission or commission.

Notwithstanding what is mentioned in the preceding para and without prejudice to the rights and interests of the vendor and agent, it is the duty of the recipient to conduct independent due diligence into the commercial, tax, legal and other aspects of the proposed transaction and the vendor and its agent shall not, in any way, be held liable for any act of commission or omission or for any deficiency in any way in any aspect or from placing full trust in what is offered in writing or verbally or in the information provided by the vendor and/or agent.

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Terms & Conditions

CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (“Agreement”) is made and entered into as of the date of acceptance by the Recipient.

BETWEEN Manan Business Sales, ABN: 56294799350, Suite 104, Level 1, 1473 Sydney Road, Campbellfield, VIC 3061, Australia

AND The party receiving confidential information (hereinafter referred to as “the Recipient” or “the Buyer”)

WHEREAS, in consideration of the Agent and its client (the “Vendor” or “Seller”) providing access to certain confidential business information to the Recipient for the purpose of evaluating a potential business transaction, the Recipient agrees to the following terms:

1. Definition of Confidential InformationFor the purposes of this Agreement, “Confidential Information” means all non-public, sensitive, proprietary, or confidential data or information disclosed by the Agent or Vendor, including but not limited to: • Business names, locations, financial information, trade secrets, client lists, supplier information, intellectual property, operating procedures, pricing models, marketing strategies, and any other commercial information, whether written, oral, or electronic; • Any documents, forms, records, or materials related to the business; • Any business or personal data subject to the Privacy Act 1988 (Cth) and Australian Privacy Principles.This Agreement applies regardless of the success or failure of any potential transaction.

2. Obligations of the RecipientThe Recipient agrees and undertakes to:

2.1. Confidentiality • Maintain all Confidential Information in strict confidence; • Use the Confidential Information solely for the purpose of evaluating the business opportunity; • Not disclose, share, reproduce, or discuss the Confidential Information with any third party, except to those directly involved in evaluating the business opportunity and who are bound by this Agreement.

2.2. Restricted Use • Use the Confidential Information only for knowledge and assessment, and not to gain any unfair, commercial, or strategic advantage; • Refrain from using the information to compete with or negatively impact the Vendor’s business.

2.3. No Direct Contact • The Recipient must not make direct or indirect contact with the Vendor, their staff, or any associated persons without prior written consent from the Agent; • The Recipient must not visit the business premises at any stage of the business buying process, including as a walk-in customer, without prior written approval from Manan Business Sales; • These restrictions apply equally to the Recipient’s spouse, family members, business partners, associates, or any related parties.

3. Binding Nature of AgreementThis Agreement binds the Recipient personally and, where applicable, any legal entity, trust, partnership, or group the Recipient represents or is affiliated with.If the Recipient is acting on behalf of a third-party buyer, the obligations under this Agreement extend equally to that third party.

4. Indemnity and Consequences of BreachThe Recipient acknowledges and agrees to the following:

4.1. Indemnity • In the event of any breach of this Agreement by the Recipient (or associated parties), the Recipient shall indemnify and hold harmless both the Agent and Vendor from all liabilities, losses, damages, costs (including legal fees), and reputational harm incurred as a result.

4.2. Financial Liability • If the Agent suffers financial loss, loss of business, or damage to reputation as a result of the Recipient’s direct or indirect actions, the Recipient agrees to compensate the Agent fully for such losses; • The Recipient authorises Manan Business Sales to claim the amount of loss directly from them.

5. Legal Enforcement

5.1. Caveat and Property Claims • By entering into this Agreement, the Recipient consents to Manan Business Sales registering a caveat over any and all real property owned, co-owned, or held under trust by the Recipient (including residential or commercial property), in the event of a breach and failure to pay compensation; • This includes properties where the Recipient is a director, shareholder, trustee, or beneficiary.

5.2. Credit Reporting and Legal Notes • In the event of non-payment or refusal to honour financial liability, Manan Business Sales reserves the right to: • Place credit notes on the Recipient’s personal and company credit files; • Lodge legal file notes against all companies where the Recipient holds directorship, shares, or trust interests.

6. Disclaimer of Responsibility

6.1. Document AccuracyManan Business Sales makes no warranty as to the accuracy, completeness, or validity of: • Any documents, records, or representations made by the Vendor or their advisors; • Any information or material used in advertisements or promotional materials.

6.2. Independent Advice • The Agent strongly advises all prospective buyers to seek independent legal and financial advice prior to entering into any transaction; • The Agent shall not be held liable for decisions made based on vendor-provided information or materials; • Buyers should review all documents (e.g. lease, financials, contracts) thoroughly and verify all claims independently before committing to any next steps.

7. Legal Acknowledgement and Governing Law

7.1. JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of the State of Victoria and applicable Commonwealth legislation of Australia.

7.2. Legal StandingThis Agreement shall be legally binding on all parties and shall survive: • The completion or termination of negotiations; • The withdrawal or failure of any business transaction; • The passing of time or disclosure of information to others in breach of this agreement.

7.3. Execution and ConsentBy accepting Confidential Information or continuing with any discussion regarding the business, the Recipient acknowledges that they: • Have read and understood the terms of this Agreement; • Agree to be bound by them; • Understand the legal and financial consequences of a breach; • Have been advised to seek legal advice, especially in relation to property laws, caveats, and privacy obligations in Australia.

8. Miscellaneous

8.1. Entire AgreementThis document contains the entire agreement between the parties relating to confidentiality and supersedes all previous communications, whether oral or written.

8.2. SeverabilityIf any provision of this Agreement is deemed invalid or unenforceable by a court of law, the remaining provisions shall continue in full force and effect.

8.3. WaiverNo failure or delay by Manan Business Sales in exercising any right or remedy under this Agreement shall operate as a waiver of that right.