Confidentiality Agreement

You request further information concerning the business for the purpose of determining whether to pursue its acquisition.

In this Agreement:

A. "The Vendor" is the proprietor of the business that is advertised for sale.

B. "The Vendor's Agent" is Abbass Advocacy Pty Ltd (ACN 674 429 255) trading as Abbass Business Brokers (ABN 78 674 429 255).

C. "The Prospective Purchaser" means you and includes any natural person or legal entity, together with any related entity and any agent or authorised representative of that person or entity.

D. "The Purpose" means the evaluation by the Prospective Purchaser of the Vendor's business for the purpose of purchasing the business.

E. "The Confidential Information" means all information relating to the Vendor's business which is provided by the Vendor's Agent to the Prospective Purchaser, including:

• financial and commercial information about the Vendor, the Vendor's business, or persons with whom the Vendor deals, including details of agreements with employees, contractors, customers and others;
• product and market information; and
• any information marked "confidential" or which the Vendor's Agent informs the Prospective Purchaser is confidential or a trade secret;

but excluding:

• information available to the public (other than through disclosure by the Prospective Purchaser or by a person to whom the Prospective Purchaser disclosed the Confidential Information);
• information which the Prospective Purchaser can prove it lawfully possessed before obtaining it from the Vendor's Agent.

1. You undertake to:

• take all steps necessary to safeguard the confidentiality of the Confidential Information including ensuring your officers, employees, agents and advisers keep confidential all Confidential Information;
• only use the Confidential Information for the Purpose or to the extent and for a purpose to which the Vendor or Vendor's Agent has consented in writing;
• not take or permit any other person to copy, reproduce, or take extracts from any part of the Confidential Information except in accordance with this Agreement;
• only disclose the Confidential Information to your professional advisers for the purpose of the Purpose, or to the extent required by law;
• not use or permit the Prospective Purchaser's professional advisers to use the Confidential Information for any purpose other than for the Purpose;
• not make direct contact with the Vendor or any member of the Vendor's staff without prior written consent of the Vendor's Agent; and
• not enter into any negotiations or an agreement to purchase the whole or any portion of the business except through the Vendor's Agent.

2. You acknowledge that:

• the Confidential Information has commercial value and is the property of the Vendor;
• the Confidential Information and any intellectual property rights in the Confidential Information remains the exclusive property of the Vendor;
• the Vendor may suffer substantial damage as a result of any unauthorised disclosure of the Confidential Information;
• damages may not be a sufficient remedy for the Vendor's Agent and for any breach of the obligations set out in this Agreement and the Vendor's Agent is entitled to specific performance or injunctive relief (as appropriate) for any actual or threatened breach, in addition to any other remedies that may be available.

3. Disclaimer

The Vendor's Agent does not guarantee or warrant the accuracy, completeness, or truthfulness of any Confidential Information provided in connection with this Agreement, and is not liable for any errors, inaccuracies or omissions.

4. You agree to:

• immediately report to the Vendor's Agent any unauthorised direct contact with the Vendor's business, and improper use, disclosure, copy or printing of the Confidential Information of which the Prospective Purchaser becomes aware; and
• immediately return to the Vendor's Agent, upon request, all Confidential Information including other written details including drawings, handwritten notes and or extracts of the same, together with any copies of any such documentation made during the Prospective Purchaser's evaluation of the business in the event that the Prospective Purchaser and or the Vendor or Vendor's Agent cease negotiations in respect to the purchase of the business.

5. Indemnity

You agree to indemnify the Vendor's Agent against any claim, action, liability, loss, damage, cost and expense suffered by the Vendor's Agent, directly or indirectly, as a result of a breach of this Agreement by the Prospective Purchaser; and any act or omission by a person to whom the Prospective Purchaser disclosed the Confidential Information, which if done or omitted by the Prospective Purchaser, would be a breach of this Agreement by the Prospective Purchaser.

6. Survival

This Agreement survives completion of the Purpose and the termination, rescission or completion of any agreement in respect of the Purpose, except as otherwise provided by such an agreement.

7. Assignment

The Prospective Purchaser must not assign all or any of its rights or obligations under this Agreement without the prior written consent of the Vendor's Agent.

8. Governing Law

This agreement is governed by the laws of Victoria.