In consideration of Manan Business Sales Cranbourne, hereinafter referred to as the “agent” or “Manan Cranbourne”, and its client, hereinafter referred to as the “vendor” or “seller”, sharing all details of its business with the recipient, which details are referred to as “confidential information” or “information”, the recipient hereby agrees and undertakes to keep all such information absolutely secure and confidential at all times, now and in the future, regardless of the outcome of the transaction, and to keep the vendor and the agent fully indemnified in the event of any claim arising from a breach of confidentiality in relation to the information provided.
The recipient hereby agrees and undertakes:
To keep secret and confidential all the information furnished by the agent and/or vendor at all times;
To use the confidential information solely for the purpose of evaluating and assessing the business opportunity under consideration;
Not to use the information to gain any unfair or undue advantage, and only for the intended purpose;
Not to use the confidential information to the detriment of the vendor or their business operations;
Not to disclose such confidential information to anyone other than those directly involved in the proposed transaction, and to ensure that those parties are equally bound by the terms of this Confidentiality Agreement;
If acting on behalf of a third-party client, the recipient agrees that this agreement will also be binding on their client(s), regardless of the outcome of the business negotiations.
In consideration of Manan Business Sales Cranbourne, hereinafter referred to as the “agent” or “Manan Cranbourne”, and its client, hereinafter referred to as the “vendor” or “seller”, sharing all details of its business with the recipient, which details are referred to as “confidential information” or “information”, the recipient hereby agrees and undertakes to keep all such information absolutely secure and confidential at all times now and hereafter, regardless of the outcome of the transaction, and to keep the vendor and the agent fully indemnified in all respects in the event of any claim for any breach of confidentiality in respect of the information so furnished.
The recipient hereby agrees and undertakes:
To keep secret and confidential all the information furnished by the agent and/or vendor at all times;
To use the confidential information only for the purpose for which it is furnished, such as evaluation and assessment of the business opportunity relating to the business under consideration;
To use the information only for knowledge and not to leverage any undue advantage for any purpose;
Not to use the confidential information to the disadvantage of the vendor and their business operations;
Not to share such confidential information with anyone except those directly involved with the proposed transaction and who, in turn, shall unconditionally be bound by the terms of this Confidentiality Agreement;
If the recipient is acting on behalf of a third-party client, then this Confidentiality Agreement will be equally binding on the recipient and their client(s) at all times, regardless of the outcome of the business negotiations;
To return all such papers, documents, and digital data related to the proposed business and the transaction, or to ensure that digital data is destroyed or removed from storage devices as and when requested by the vendor or the agent;
Not to mention or disclose that any ongoing transaction or discussions are taking place between the parties, or the purpose of such discussions;
Not to contact or deal directly with the vendor, but to conduct all communications, negotiations, and offers strictly through the agent, Manan Business Sales Cranbourne.
The recipient acknowledges that this Confidentiality Agreement is legally binding between the recipient, the vendor, and its agent, and that any breach of the terms may result in legal action, for which the recipient will be fully responsible.
Should the recipient breach any of the terms of this Confidentiality Agreement at any time and in any manner, the recipient will be liable to the vendor and/or agent for any loss or damage arising directly or indirectly from such breach, and will unconditionally and without dispute pay the damages so assessed. Additionally, the recipient agrees to reimburse the agent and the vendor for all related costs and, further, reimburse the agent in full for the commission it would have earned had the deal been finalized as proposed. The recipient also agrees to fully indemnify the vendor and agent for any consequences arising from such breach.
The agent provides this information to the recipient with the consent of the vendor. The confidential information is based on data provided by the vendor and their staff, legal advisors, and consultants. The recipient agrees that all such information is, prima facie, considered accurate and correct, but the vendor and agent shall not be held liable or responsible for any implied warranties, or for errors of omission or commission.
Notwithstanding the preceding clause and without prejudice to the rights and interests of the vendor and agent, it is the sole responsibility of the recipient to conduct independent due diligence into all commercial, legal, tax, and other matters related to the proposed transaction. The vendor and the agent shall not be liable for any act of omission or commission, or any deficiencies that arise from reliance on the information provided in writing or verbally.
Signed, sealed, and delivered by the within named agent:
Manan Business Sales Cranbourne
Signed, sealed, and delivered by the within named vendor:
Signed, sealed, and delivered by the within named recipient:
CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (“Agreement”) is made and entered into as of the date of acceptance by the Recipient.
BETWEEN Manan Business Sales, ABN: 56294799350, Suite 104, Level 1, 1473 Sydney Road, Campbellfield, VIC 3061, Australia
AND The party receiving confidential information (hereinafter referred to as “the Recipient” or “the Buyer”)
WHEREAS, in consideration of the Agent and its client (the “Vendor” or “Seller”) providing access to certain confidential business information to the Recipient for the purpose of evaluating a potential business transaction, the Recipient agrees to the following terms:
1. Definition of Confidential Information For the purposes of this Agreement, “Confidential Information” means all non-public, sensitive, proprietary, or confidential data or information disclosed by the Agent or Vendor, including but not limited to: • Business names, locations, financial information, trade secrets, client lists, supplier information, intellectual property, operating procedures, pricing models, marketing strategies, and any other commercial information, whether written, oral, or electronic; • Any documents, forms, records, or materials related to the business; • Any business or personal data subject to the Privacy Act 1988 (Cth) and Australian Privacy Principles. This Agreement applies regardless of the success or failure of any potential transaction.
2. Obligations of the Recipient The Recipient agrees and undertakes to:
2.1. Confidentiality • Maintain all Confidential Information in strict confidence; • Use the Confidential Information solely for the purpose of evaluating the business opportunity; • Not disclose, share, reproduce, or discuss the Confidential Information with any third party, except to those directly involved in evaluating the business opportunity and who are bound by this Agreement.
2.2. Restricted Use • Use the Confidential Information only for knowledge and assessment, and not to gain any unfair, commercial, or strategic advantage; • Refrain from using the information to compete with or negatively impact the Vendor’s business.
2.3. No Direct Contact • The Recipient must not make direct or indirect contact with the Vendor, their staff, or any associated persons without prior written consent from the Agent; • The Recipient must not visit the business premises at any stage of the business buying process, including as a walk-in customer, without prior written approval from Manan Business Sales; • These restrictions apply equally to the Recipient’s spouse, family members, business partners, associates, or any related parties.
3. Binding Nature of Agreement This Agreement binds the Recipient personally and, where applicable, any legal entity, trust, partnership, or group the Recipient represents or is affiliated with. If the Recipient is acting on behalf of a third-party buyer, the obligations under this Agreement extend equally to that third party.
4. Indemnity and Consequences of Breach The Recipient acknowledges and agrees to the following:
4.1. Indemnity • In the event of any breach of this Agreement by the Recipient (or associated parties), the Recipient shall indemnify and hold harmless both the Agent and Vendor from all liabilities, losses, damages, costs (including legal fees), and reputational harm incurred as a result.
4.2. Financial Liability • If the Agent suffers financial loss, loss of business, or damage to reputation as a result of the Recipient’s direct or indirect actions, the Recipient agrees to compensate the Agent fully for such losses; • The Recipient authorises Manan Business Sales to claim the amount of loss directly from them.
5. Legal Enforcement
5.1. Caveat and Property Claims • By entering into this Agreement, the Recipient consents to Manan Business Sales registering a caveat over any and all real property owned, co-owned, or held under trust by the Recipient (including residential or commercial property), in the event of a breach and failure to pay compensation; • This includes properties where the Recipient is a director, shareholder, trustee, or beneficiary.
5.2. Credit Reporting and Legal Notes • In the event of non-payment or refusal to honour financial liability, Manan Business Sales reserves the right to: • Place credit notes on the Recipient’s personal and company credit files; • Lodge legal file notes against all companies where the Recipient holds directorship, shares, or trust interests.
6. Disclaimer of Responsibility
6.1. Document Accuracy Manan Business Sales makes no warranty as to the accuracy, completeness, or validity of: • Any documents, records, or representations made by the Vendor or their advisors; • Any information or material used in advertisements or promotional materials.
6.2. Independent Advice • The Agent strongly advises all prospective buyers to seek independent legal and financial advice prior to entering into any transaction; • The Agent shall not be held liable for decisions made based on vendor-provided information or materials; • Buyers should review all documents (e.g. lease, financials, contracts) thoroughly and verify all claims independently before committing to any next steps.
7. Legal Acknowledgement and Governing Law
7.1. Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria and applicable Commonwealth legislation of Australia.
7.2. Legal Standing This Agreement shall be legally binding on all parties and shall survive: • The completion or termination of negotiations; • The withdrawal or failure of any business transaction; • The passing of time or disclosure of information to others in breach of this agreement.
7.3. Execution and Consent By accepting Confidential Information or continuing with any discussion regarding the business, the Recipient acknowledges that they: • Have read and understood the terms of this Agreement; • Agree to be bound by them; • Understand the legal and financial consequences of a breach; • Have been advised to seek legal advice, especially in relation to property laws, caveats, and privacy obligations in Australia.
8. Miscellaneous
8.1. Entire Agreement This document contains the entire agreement between the parties relating to confidentiality and supersedes all previous communications, whether oral or written.
8.2. Severability If any provision of this Agreement is deemed invalid or unenforceable by a court of law, the remaining provisions shall continue in full force and effect.
8.3. Waiver No failure or delay by Manan Business Sales in exercising any right or remedy under this Agreement shall operate as a waiver of that right.
