Read the below terms and accept on the next page

1. Background
(a) The parties wish to explore the possible purchase of a franchised business (Permitted Purpose);

(b) In the course of discussions regarding the Permitted Purpose, the Disclosure may provide or disclose information, which is confidential, to the Recipient.

(c) The Recipient acknowledges that the disclosure of Confidential Information for the Permitted Purpose provides a direct benefit to the Recipient.

(d) The Recipient acknowledges that the Confidential Information is owned by AFS Brokers Pty Ltd and/or the Franchisors and/or Franchisees and/or Businesses and/or Business Owners represented by AFS Brokers Pty Ltd (Information Owner).

2. Definitions and Interpretation
In this deed the following words and phrases have the following meanings:

Associate means in relation to a person, any person who is:

(a) a related entity (as defined in section 9 of the Corporations Act substituting the word body corporate for the first-mentioned person);

(b) a related body corporate (as defined in section 9 of the Corporations Act);

(c) a relative (as defined in section 9 of the Corporations Act); or

(d) an associate (as defined in section 10-17 of the Corporations Act).

Authorised Recipient means a person set out in clause 5.

Confidential Information means any information in any form whatsoever (including oral, written, and electronic information) of a technical, business, corporate or financial nature of or in relation to the Information Owner, the Disclosure, its Associates, and its business or shareholders, or which the Disclosure makes the Recipient or its agents aware, is considered by it to be confidential and / or proprietary, or which is evident on its face as being confidential and / or proprietary, or which is by its nature confidential, and includes without limitation:

(a) the existence and terms of this deed;

(b) any franchise disclosure document prepared or issued for or on behalf of the Disclosure;

(c) fact that discussions or negotiations are taking place between the parties in relation to the Permitted Purpose;

(d) the proposed terms and conditions of such a possible transaction related to the Permitted Purpose;

(e) customer lists and contact details;

(f) reports or advice from professional advisers or other experts;

(g) marketing, sales and pricing information;

(h) financial information and records;

(i) supplier information;

(j) employee information and records;

(k) product and pricing information;

(l) technical information;

(m) trade secrets;

(n) all information that is personal information for the purposes of the Privacy Act 1988 (Cth); and

(o) any notes, records, calculations, conclusions or summaries or other material derived or produced partly or wholly from any of the above information by any person,

but does not include information which:

(i) was in the public domain when it was given to the Recipient;

(ii) becomes, after being given to the Recipient, part of the public domain, except through a breach by it of the Recipient’s obligations under this deed;

(iii) was in the Recipient’s possession when it was given to the Recipient and was not acquired from the Disclosure directly or indirectly; or

(iv) was developed independently by it, without the use of any Confidential Information.

3. Confidentiality Obligations
3.1 Confidentiality
The Recipient:

(a) acknowledges the confidential, sensitive, and proprietary nature of the Confidential Information; and

(b) agrees to keep confidential, and not directly or indirectly divulge or communicate or otherwise disclose the Confidential Information, in whole or part, to any third party.

3.2 Use of Confidential Information
Unless required by law, in consideration of the Disclosure agreeing to provide the Recipient with Confidential Information, the Recipient must not:

(a) use any of the Confidential Information for any purpose other than the Permitted Purpose;

(b) exploit Confidential Information for its own benefit other than for the Permitted Purpose, for the benefit of any other person or for any other purpose, or allow any other person to do so without the written consent of the Disclosure;

(c) use any of the Confidential Information in a manner or for a purpose detrimental to the Disclosure or its Associates;

(d) copy the Confidential Information except for the Permitted Purpose.

3.3 Privacy
The Disclosure and the Recipient will assist each other to comply with their respective obligations in relation to Confidential Information disclosed under this deed under the Privacy Act 1988 (Cth).

3.4 Determining Confidential Information
(a) If there is any uncertainty as to whether any information is Confidential Information, that information must be treated as Confidential Information unless the Disclosure notifies the Recipient to the contrary in writing.

(b) If the Recipient claims that information is not Confidential Information because it is excluded information under the definition of Confidential Information, the Recipient must prove that the information is excluded under that definition, beyond a reasonable doubt. Failing that proof, the information must be treated as Confidential Information.

4. Protection of Confidential Information
The Recipient must:

(a) keep effective control of all Confidential Information received under or in connection with this deed;

(b) take all precautions and maintain such security measures that are necessary to maintain the absolute confidentiality of the Confidential Information;

(c) take such necessary action to prevent any theft, loss or unauthorised use or disclosure of that Confidential Information;

(d) promptly inform the Disclosure of any suspected or actual unauthorised use or disclosure of the Discloser’s Confidential Information; and

(e) promptly do anything reasonably required by the Discloser to prevent or restrain a breach or suspected breach of this deed or any infringement or suspected infringement by any person of the Disclosure's rights under this deed.

5. Authorised Recipients
The Recipient may disclose the Confidential Information to its Associates, directors, officers, agents, employees, advisors, and financiers on a strictly “need to know” basis provided that:

(a) the Recipient must ensure that such persons are under equivalent obligations of confidence to the Recipient as provided in this deed;

(b) the Recipient must ensure compliance by such persons with the terms and conditions of this deed which impose any obligation on the Recipient as if such persons were a party to this deed; and

(c) a breach of such a term or condition by such a person shall be regarded as a breach of this deed by the Recipient.

6. Return of Confidential Information
Upon the written request of the Disclosure, the Recipient must promptly (but not later than 3 days from a request) return (or procure the return of) to the Disclosure the following (or, if any of the following is incapable of being returned, irretrievably destroy or delete and certify in writing that it has been so destroyed or deleted):

(a) the Confidential Information of the Discloser; and

(b) all copies, extracts, summaries, notes and records in whatever form (including, without limitation, any electronic records) of the whole or any part of the Confidential Information of the Discloser.

7. Intellectual Property Rights
The Recipient acknowledges that there is no transfer or licence to it or any third party of any intellectual property rights in and to, or arising from, any Confidential Information disclosed under or in connection with this deed.

8. Contact
The Recipient agrees not to contact, either directly or indirectly, any of the businesses, business owners, franchisors, franchisees and their respective staff, members, suppliers or Associates. The Recipient acknowledges that all communication must be via AFS Brokers Pty Ltd.

9. No Warranty
The Recipient acknowledges and agrees that:

(a) the Recipient is responsible for making its own independent assessment of the Confidential Information made available to the Recipient and, to the extent permitted by law, will not hold the Discloser or its Associates responsible for:

(i) any errors or omissions in the Confidential Information; or

(ii) any loss or claim directly or indirectly suffered by the Recipient or its Associates or its advisors or financiers, arising out of any use of, or acting in reliance on or refraining from acting as a result of, any Confidential Information; and

(b) the Discloser makes no representations or warranties, express or implied, that any Confidential Information is or will be reliable, complete or accurate or that it has been audited or verified.

10. Acknowledgements
The Recipient acknowledges that:

(a) a breach of any of the Recipient’s obligations under this deed may result in the Discloser or its Associates suffering loss and damage including, without limitation, consequential loss, and may cause irreparable damage to the Discloser; and

(b) in the event of a breach, or threatened or anticipated breach, of this deed:

(i) damages alone may be an inadequate remedy for the Discloser; and

(ii) the Discloser and its Associates shall be entitled to seek an interim, interlocutory or permanent injunction restraining the Recipient without showing or proving any actual damages sustained by it.

(c) The parties agree that unless and until a definitive agreement between the parties with respect to the Permitted Purpose has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to or by virtue of this or any written or oral expression with respect to the Permitted Purpose by either party, except for the matters specifically agreed to in this Deed.

11. Indemnity
The Recipient indemnifies (and shall keep indemnified) the Discloser, its Associates, and its officers and agents, from and against all and any liabilities, losses, claims, demands, damages, costs, and expenses suffered, incurred or sustained by them arising directly from or in connection with any breach by the Recipient or its Associates of the terms and conditions of this deed.

12. General Conditions

12.1 Term
The terms of this Deed continue for a period of five (5) years.

12.2 No Assignment
A party cannot assign or otherwise transfer the benefit of this deed without the prior written consent of each other party.

12.3 Costs and Expenses
Each party shall pay its own legal costs and expenses in relation to the negotiation and preparation of this deed.

12.4 Jurisdiction
This deed is governed by and construed in accordance with all applicable laws in force in New South Wales.

12.5 Entire Agreement
This Deed constitutes the entire agreement between the parties.

12.6 Assignment
The rights and obligations under this deed are not assignable.

Acknowledgement of Agreement: Recipient

This is a legally binding agreement and by accepting you are personally bound by its terms.

Note: You are also agreeing not to contact any of the business owners and their businesses directly and not to communicate with the Staff, Members or Suppliers without written permission and you agree to respect the Owner’s time and to channel all enquiries via AFS Brokers.