Supermarket business for sale in WA

Confidentiality Disclosure Agreement

(For use in presenting a Business to a prospective Buyer and to protect the Confidential Information of the Seller)

APPROVED BY REAL ESTATE INSTITUTE OF WESTERN AUSTRALIA (INC.) COPYRIGHT REIWA 2012 FOR USE BY REIWA MEMBERS ONLY.

THIS AGREEMENT IS MADE BETWEEN

SOUTH WEST SPECIALISTS PTY LTD ACN: 111783567 TRADING AS SEALE AND ASSOCIATES TC: 51622 55 Murnane Cres Stratham WA 6237, PO BOX 2221 BUNBURY WA 6231 LICENCED REAL ESTATE AND BUSINESS AGENTS, in its own capacity and as agent for the Seller

AND

(“the Recipient as named above”)

The Agent of the Seller, and has been given certain Confidential Information to pass on to prospective Buyers relating to the Sellers Business:

The Recipient wishes to assess and consider the Confidential Information in order to determine whether or not the Recipient wishes to enter into negotiations with respect to buying the Business (“the Specific Purpose).”

The Seller whether directly or indirectly through the Agent may disclose Confidential Information to the Recipient, and if so, the Recipient and the Seller agree to the following conditions:

1. The Recipient will treat all Confidential Information received from the Agent or Seller as confidential and will ensure that it remains confidential and will not use any of the Confidential Information in any way other than for the Specific Purpose.
2. The obligations in clause 1 will not extend to any Confidential Information which is in the public domain, or which becomes part of the public domain except as a result of any unauthorised act or omission of the Recipient, or which is already in the possession of the Recipient and was not derived from the Agent or the Seller.
3. The Recipient will return all Confidential Information received other than that which is submitted orally at the termination of negotiations entered into between the parties.
4. The obligations set out in clauses 1, 2 and 3 terminate 36 months from the date of this agreement or upon the Seller and Recipient (or their nominee) entering into a sale agreement and the settlement of the Business.
5. The Recipient obtains no rights of any kind to the Confidential Information other than for the Specific Purpose.
6. The Recipient will not utilise any Confidential Information to improve, construct or change another business, in a way that allows that business to compete with the Business.
7. The Recipient understands that the Confidential Information has been compiled by the Seller. The Recipient agrees that it is not intended that any projections or any of the Confidential Information is a representation, warranty or promise by the Agent or the Seller, as to the correctness of the Confidential Information, or that all relevant Confidential Information is contained in the information provided.
8. The Recipient acknowledges that they will not rely or act on the Confidential Information provided without first seeking independent financial and legal advice.
9. The Recipient acknowledges they are precluded from physically visiting the premises of the Business without the permission of the Agent.
10. The Recipient must declare to the Agent, before entering into this agreement, any beneficial interest or connection in or to any business that is in any way in competition with the Business.
11. The Recipient agrees to return all Confidential Information and copies supplied within 50 days of receipt, should they decide not to proceed to purchase the Business.
12. Confidential Information includes but is not limited to all information passing from the Seller or the Agent to the Recipient relating to the Business from the date of this Deed including but not limited to financial records of the Business, trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, arrangements and agreements with third parties, customer information and customer information proprietary to customers, formulae, customer lists, concepts not reduced to material form, designs, plans, models and details on suppliers of goods or services and information regarding the sourcing of goods and services
13. In the event of a breach or threatened breach of the terms of this Deed by the Recipient, the Seller will be entitled to an injunction restraining the Recipient from committing any breach of this Agreement without showing or proving any actual damage sustained by the Seller.
14. The Recipient assumes responsibility for the actions of its consultants and employees who have access to the Confidential Information and will ensure that their consultants and employees are similarly bound by the obligations created under this agreement.
15. The Recipient agrees that any information provided shall be deemed as “View Only” unless otherwise specified and as such agrees that no copying or printing of information shall occur.
16. I hereby consent to Seale and Associates to contact me regarding further businesses which may be of interest.