Confidentiality Agreement

1. Confidentiality Obligations 1.1 The Recipient undertakes to keep secret and protect and preserve the confidential nature and secrecy of the Confidential Information. Without limiting this obligation, the Recipient must not: use or permit any person to use the Confidential Information for any purpose other than for the Purpose; or permit unauthorised persons to have access to places where the Confidential Information is displayed, reproduced or stored. 1.2 The Recipient must take reasonable steps to enforce the confidentiality obligations imposed by clause 1.1. 2. Recipient's Personnel 2.1 The Recipient may disclose Information to the Recipient's Personnel on a need-to-know basis, solely to assist the Recipient in complying with or carrying out the Purpose and on the condition that the Recipient's Personnel does not disclose the Confidential Information to any other person. 2.2 The Recipient must ensure that Personnel who have access to the Confidential Information are made fully aware of the confidential nature of all Confidential Information and, if required, sign a confidentiality deed on the same terms. 2.3 The Recipient must ensure that none of the Recipient's Personnel do or omit anything which, if done or omitted to be done by the Recipient, would constitute a breach of its obligations under this Deed. 3. Return of Confidential Information Upon the earlier to occur of a notice by the Provider, or the time when the Confidential Information is no longer required by the Recipient for the Purpose, the Recipient must deliver to the Provider (or with the Provider's prior written consent, destroy or erase) all forms of Confidential Information in the possession, power or control of the Recipient or the Recipient's Personnel. 4. Disclaimer 4.1 The Recipient acknowledges that neither the Provider nor its representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of Confidential Information; and the Recipient must make its own assessment. 4.2 To the extent permitted by law, the Recipient releases the Provider from all liability for any loss or damage suffered by any person acting on any Confidential Information. 5. Breach & Indemnity 5.1 The Recipient must immediately notify the Provider of any actual or potential disclosure or use of Confidential Information other than in accordance with this Deed. 5.2 The Recipient indemnifies the Provider against any cost, liability, damage or loss arising directly or indirectly from any breach of this Deed. 5.3 The Provider is entitled to seek specific performance or injunctive relief for any breach or threatened breach, in addition to any other remedies available at law or in equity. 6. Term This Deed becomes effective on the earlier of the date Confidential Information is first provided to the Recipient, or the date of this Deed, and continues in force until the parties agree otherwise in writing or the Confidential Information becomes public. 7. Governing Law This Deed is governed by the laws of the Australian State in which the Provider is based, and the parties submit to the non-exclusive jurisdiction of the courts of that State. 8. Definitions "Confidential Information" means all Information disclosed to or accessed by the Recipient in connection with the Purpose, excluding information that is public (other than by breach) or already lawfully known to the Recipient. "Provider" means NDIS Business Sales as agent for the proprietor of the enquired business/property. "Purpose" means evaluating the potential sale or acquisition of the enquired business/property. "Recipient" means the party receiving the Confidential Information.