1. CONFIDENTIALITY
1.1 In consideration of the Broker providing to the Prospective Purchaser the Business Profile containing Confidential Information belonging to the Seller and the Seller providing such additional
Confidential Information to the Prospective Purchaser as may be required in relation to the sale of the Business, the Prospective Purchaser acknowledges the confidentiality of the information and the potential damage to the Seller and the Business in the event of
a breach of confidentiality, and undertakes:
(a) to keep confidential the Confidential Information for a period of 5 years from the date of this Deed;
(b) to use the Confidential Information solely for the Purpose and for no other purpose;
(c) not to use or allow the Confidential Information to be used to gain any advantage to the Prospective Purchaser or any other party;
(d) not to allow the use of the Confidential Information to disadvantage the Seller or the Business;
(e) not to disclose the Confidential Information other than to professional advisors, directors or employees of the Prospective Purchaser who have agreed to be bound by this Confidentiality Deed, and who undertake to maintain strict security over the Confidential Information, and where the
Prospective Purchaser is acting on behalf of its client, the client also agrees to be bound by this Confidentiality Deed;
(f) to return all Confidential Information and related notes or copies thereof upon request by the Seller;
(g) not to communicate directly or indirectly the Prospective Purchaser’s interest in the Business offered by the Seller, with any customers, suppliers or employees of the Business or the Seller (without the prior consent of the Seller in
writing);
(h) not to disclose to any party (other than those referred to in (e) above) that discussions have been held in relation to the Seller, the Business or the Purpose.
1.2 The Prospective Purchaser provides this undertaking in favor of the Seller who shall be entitled to enforce its conditions (including by
way of seeking injunctive relief) and/ or recover damages from the Prospective Purchaser in the event of a breach of the undertaking by the Prospective Purchaser or anyone associated with the Prospective Purchaser.
1.3 The Prospective Purchaser agrees to indemnify the Broker for any losses, damages and costs suffered by the Broker resulting from any breach of the Prospective Purchaser’s obligations under this Deed.
2. ACKNOWLEDGEMENT
2.1 The Prospective Purchaser acknowledges to the Broker that:
(a) it understands that the Business Profile has been compiled from information provided by the Seller and its accountants and that the Broker has prepared the Business Profile on the basis that information that has been provided to it is
accurate and correct however the Broker makes no representations and provides no warranties in relation to the accuracy of the information provided;
(b) in the event that the information contained in the Business Profile contains financial information in relation to past performance or projections in relation to the Business, these
are not to be treated as a guarantee of future performance and the Broker makes no representations and provides no warranties in relation thereto;
(c) subject only to legislation, the Broker disclaims any and all liability in relation to any representations made or information provided to the Prospective Purchaser in relation to the Business;

(d) the Prospective Purchaser will obtain its own independent accounting, business and legal advice in relation to the Business;
(e) in the event that the Prospective Purchaser elects to proceed with the purchase the Business, a deposit equal to 10% of the purchase price will be payable to the Broker upon the Seller and the Prospective Purchaser entering into a binding sale agreement;
(f) the Broker will be entitled to deduct its professional fees from the deposit monies held by it upon the Business being Sold; and
(g) the Prospective Purchaser consents to the disclosure to, and use by, the Australian Institute of Business Brokers (AIBB) of standardised, de-identified information relating to the sale of the Business in the AIBB Bizstats Website.

(h) the Prospective Purchaser consents to the use of their private information and agrees to the terms outlined in our Privacy statement that can be view here:

http://www.bfbrokers.com.au/privacy-statement/

3. DEFINITIONS
3.1 The terms referred to below have the following meanings:
Business Profile means the business profile containing information in relation to the Business provided by the Broker to the Prospective Purchaser on or about the date of the Deed.
Confidential Information means information of every kind concerning the Seller’s Business including the technology or know-how; the procedures, operations, practices, products and
processes, organisation and administrative procedures of the Seller; the business plans, concepts, methods, financial affairs and trade secrets of the Seller; the customer lists and databases of the Seller other than information in the public domain (otherwise than as a result of breach of this Deed or any other duty of confidentiality) and whether or not such information is described as confidential.
Purpose means the evaluation of the opportunity to acquire or invest in the Business and the transactional steps required to effect the same.
Seller means the owner of the Business.
Sold means the earlier to occur of the following:
(a) a binding agreement being entered into between the Prospective Purchaser and the Seller for the purchase of the Business (provided that if the agreement is conditional upon finance being obtained, that condition has been satisfied); or
(b) the Prospective Purchaser commencing training in the operation of the Business either with the Seller (or if the Business is a franchised business with the franchisor); or
(c) a change in the beneficial ownership of the Business occurring.
4. MISCELLANEOUS
4.1 An obligation or liability imposed on, or benefit given to, a party which consists of more than one person, is an obligation or liability imposed on, or benefit given to, each of them severally as well as all of them jointly.
4.2 This Deed is governed by the laws of the State of Victoria, Australia and the parties will submit to the jurisdiction of the courts of that State.