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5

Confidentiality Agreement

Parties

Short Name:GT Business Brokers

Recipient Short Name: ​​ short_name​​ 

Entity Name:GT Management Group Pty Ltd

Recipient Entity Name:  ​​​​ entity_name

ABN:91 073 939 474

ABN: ​​ abn

Address:  ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​ 26 Southgate Ave Southbank Vic 3006

Address: ​​ address

Email:  ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​ info@gtbb.com.au

Email: ​​ email

Attention:  ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​​​ Paul Tulip​​ 

Attention: full_name

Background:

  • GT Business Brokers has​​ agreed to make information, including Confidential Information, available to the Recipient for the Purpose.

  • The information, including Confidential Information, will be made available on the terms and conditions set out in this Agreement.

Purpose

The provision of information by GT Business Brokers to the Recipient in relation to a business (Business) represented by GT Business Brokers to enable the Recipient to consider and evaluate the Business.

OPERATIVE PROVISIONS

 

  • Definitions and​​ Interpretation

In this Agreement:

Agreement​​ means this deed together with any schedules or annexures and any amendments made in accordance with this agreement.

Confidential Information​​ means all information in whatever form relating to inventions, ideas, know-how, concepts, trade secrets, facts, data, processes, discoveries, techniques, products, routines, prototypes, specifications, drawings, names, technology methods, computer programs, works in which copyright subsists, all other intellectual property and the business or financial affairs of the Business represented by GT Business Brokers or such other information made available by GT Business Brokers that is disclosed or made available in connection with this Agreement. ​​ Confidential Information excludes, or as the case requires, ceases to include information which is, or becomes:

  • at the date of this Agreement is in the public domain or becomes part of the public domain otherwise than by breach of this Agreement;​​ 

  • was in the possession of the Recipient at​​ the date of the disclosure;

  • was received by the Recipient in good faith from a person entitled to provide it to the Recipient;​​ 

  • was independently developed by the Recipient by employees who did not have access to information provided by GT​​ Business Brokers; or

  • is strictly required by law to be disclosed.

Purpose​​ means the purpose described in on the first page of this Agreement.​​ 

  • Use of Confidential Information

Except with the prior written consent of GT Business Brokers or as​​ expressly permitted under this Agreement, the Recipient:

  • may use GT Business Brokers’ Confidential Information for the Purpose and must not use GT Business Brokers’ Confidential Information for any other purpose;

  • must keep GT Business Brokers’ Confidential​​ Information secret and confidential;​​ 

  • must not disclose to any person or make known in any manner any of GT Business Brokers’ Confidential Information;​​ 

  • must not apply for any patent or other statutory protection of GT Business Brokers’ Confidential Information;

  • may only disclose GT Business Brokers’ Confidential Information to a director, officer or employee of the Recipient:

  • who is bound by obligations of confidentiality at least as onerous as imposed on the Recipient under this Agreement; and​​ 

  • to the extent necessary for the Purpose.​​ 

  • must, on expiry or termination of this Agreement or on receipt of a written request from GT Business Brokers, promptly return to GT Business Brokers or destroy (as directed) all of GT Business Brokers’ Confidential Information in the Recipient’s possession, power or control.

  • Term of Confidentiality

The obligations under clause 2 of this Agreement shall expire three (3) years after the date of this Agreement, notwithstanding the earlier termination of this Agreement or completion of the Purpose.​​ 

  • Disclaimer

GT Business Brokers does not make any representation in relation to the accuracy, completeness or adequacy of any Confidential Information. ​​ The Recipient acknowledges that it uses and relies on the Confidential Information​​ at its own risk.​​ 

  • Indemnity​​ 

The Recipient shall indemnify, keep indemnified and hold harmless GT Business Brokers against all costs, losses, expenses, damages, claims or actions arising out of or in connection with a breach by the Recipient of this Agreement.​​ 

  • General

  • The Recipient obtains no proprietary rights of any kind to any Confidential Information as a result of a disclosure to it under this Agreement.

  • The obligations in this Agreement apply irrespective of the method of disclosure whether in​​ writing, in computer software, orally, by demonstration, description, inspection or otherwise.

  • The Recipient acknowledges and agrees that monetary damages would be an insufficient remedy for breach of this Agreement and that, in addition to any other remedy available, GT Business Brokers is entitled to injunctive relief to prevent a breach of this Agreement and to compel specific performance of this Agreement.

  • A Party’s failure to exercise or delay in exercising a right or power does not operate as a waiver​​ of that right or power and does not preclude the future exercise of that right or power.

  • This Agreement is governed by and construed in accordance with the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts​​ of that State (including, without limitation, the Federal Court of Australia).

  • This Agreement:

  • constitutes the entire understanding between the parties with respect to its subject matter; and

  • may not be assigned by a party without the prior written consent of the other party.

  • Any illegal or invalid provision of this Agreement will be severable and all other provisions will remain in full force and effect.

  • The burden of showing that any Confidential Information is not subject to the obligations of confidentiality in this Agreement will rest on the Recipient.

  • A Party may execute this Agreement with a digital signature generated by DocuSign or Adobe Sign, or by any other generally accepted technology which the Parties agree satisfies applicable requirements for execution by digital signature of a document. A Party who receives such digital signature may assume that such execution was validly and lawfully performed by the other Party.

Execution

Executed as an agreement:

 

GT Business Brokers

Recipient

Signature

A picture containing clipart, linedrawing

Description automatically generated

##signature_2##

Name

Paul Tulip

full_name

Title

Business Sales Specialist

title

Date Signed

 

date

 

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