1. DEFINITIONS AND INTERPRETATIONS
1.1 In this agreement the following terms have the following meanings:
“Business” means the Business identified in the Form6
“Express Purpose” means the disclosure of the Information to the recipient solely for the purpose of allowing the recipient to evaluate the business.
“Information” means all Information passing from RMBS to the recipient whether in writing, or in eye or machine readable form, relating to the Business, including financial, legal, trading or marketing Information, know-how, intellectual property, trade secrets, techniques, source of product, concepts,
supplier and customer details and any other information concerning the business.
“Parties” means the Parties to this agreement and “party” means any one of them.
“Recipient” includes any representative, agent, director, shareholder, successor or permitted assign of the Recipient identified herein and any other person or entity to whom the Information is directly or indirectly disclosed.
2.1 In consideration of the covenants and undertaking given by the Recipient under this Deed, RMBS agrees to disclose the Information of the Business(es) to the Recipient for the Express Purpose on the terms herein.
2.2 It is acknowledged and agreed by the Recipient that the consideration referred to in clause 2.1 is sufficient to give rise to legally enforceable contractual obligations under this Agreement and the Recipient is bound, by law, to comply strictly with those obligations.
3. RECIPIENT’S USE OF INFORMATION
3.1 The Recipient covenants and undertakes that: a. It will keep the Information secret and confidential at all times and will not directly or indirectly
disclose or permit to be disclosed all or any part of the Information to any other person or entity; b. It will not copy, reproduce, use, or permit to be copied,reproduced, or used in any form, all or part of any documents or other material in or on which the Information is recorded; c. It will immediately on RMBS’s request return to RMBS all documents and other material supplied to the Recipient by RMBS recording any of the Information together with all copies or other replications of such documents or other material. d. It will immediately upon RMBS’s request provide to RMBS all documentation, disks and other
materials that include or have been prepared on the basis of or using any of the Information; and e. It will not, directly or indirectly use, disclose or in any way exploit the Information except for the Express Purpose.
4. DISCLOSURE TO ADVISORS
4.1 RMBS may, at its sole discretion and upon request by the Recipient, agree for the information to be disclosed to a legal, accounting or financial advisor engaged by the Recipient who:
a. has a specific need to access the Information for the Express Purpose; and
b. has executed an agreement in favour of RMBS on terms substantially identical to those contained in this Agreement.
4.3 The Recipient warrants and agrees that its obligations under this Agreement extend to all directors, shareholders, agents and advisors engaged by the Recipient or to whom the Recipient may disclose or provide any of the Information.
4.4 The Recipient will be responsible for any and all breaches of the terms of this Agreement by any directors, shareholders, agents, advisors or any other person or entity engaged by or related to the Recipient and will be liable for any damage, loss or expense suffered as a result of any such
5. INFORMATION NOT CONFIDENTIAL
5.1 This Agreement will not apply to any part of the Information that is required by law to be disclosed by the Recipient.
5.2 The onus of proving the circumstances in clause
6. ENTIRE AGREEMENT
6.1 This Agreement constitutes the entire agreement between the Parties in respect of this subject and supersedes all previous agreements, understandings and negotiations between them on this subject.
7.1 Where any clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions of this Agreement.
8. GOVERNING LAW
8.1 This Agreement is governed by, and is to be construed in accordance with the laws of Queensland, and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.
9. BREACH AND INDEMNITY
9.1 In the event that a term of this Agreement is breached by the Recipient (or any agent, representative or advisor of the Recipient), the Recipient will be responsible for all losses, damage, costs and fees (including legal fees on a full indemnity basis) in any way arising from the breach.
9.2 The Recipient hereby indemnifies RMBS, its salespersons, agents and authorised personnel in respect of any and all claims made against RMBS by the Recipient or any other person or entity in any way resulting from the provision by RMBS of the Information to the Recipient.
10.1 RMBS has prepared the Information based on Information and material supplied by the seller of the business and has not made any attempt to independently verify the Information, and therefore, does not make any express or implied representation, nor gives any warranty as to the conclusions reached or details expressed in the Information. The Recipient shall independently verify all Information, material and/or representations contained in the Information.
11.1 The signatory to this Agreement hereby warrants and agrees that it is duly authorised to sign this Agreement and bind the Recipient and any other person to whom the Information is intended to be or is actually disclosed by the Recipient to the terms and conditions of this Agreement.
12. ELECTRONIC ACCEPTANCE
12.1 The Recipient hereby acknowledges warrants and agrees that the acceptance of any online or electronic version of this Agreement shall bind the Recipient to the terms and conditions of this Agreement and shall give rise to contractually binding obligations as if the agreement were duly signed by the Recipient and a witness.