RECITALS
1. THE COMPANY has provided and/or may provide to THE APPLICANT certain information of a confidential nature to enable THE APPLICANT to determine whether to enter into a franchise agreement with the Touch Up Guys or any of their related bodies corporate (as that term is defined in the Companies Act 1993
2. That information has been and/or is to be provided on the basis that THE APPLICANT will maintain its confidentiality.
AGREEMENT
1. THE APPLICANT acknowledges that all written and oral information furnished to it by THE COMPANY and its officers, employees, advisers or agents in connection with making an investment evaluation is valuable and confidential.
2. THE APPLICANT may not use the information except to enable it to determine whether to enter into a franchise agreement with the Touch Up Guys.
3. Subject to Clause 5, THE APPLICANT agrees that: -
(a) except as permitted under Clause 2 or this clause, it will not use or disclose any information without prior written consent of THE COMPANY which shall not be unreasonably withheld.
(b) it will only disclose the information on a "need to know" basis to its directors, officers, employees, professional advisers, and co-investors; and
(c) it will use its best endeavours to ensure that directors, officers, employees, professional advisers and co-investors of THE APPLICANT to whom the information is disclosed comply with the obligations imposed on THE APPLICANT by Clause 2 and this clause.
4. If a franchise agreement is not entered into for any reason whatsoever, THE APPLICANT will, within 7 days of receipt of a demand from THE COMPANY, return to THE COMPANY all information supplied by the company which is in a physical form and which is in the possession, custody or control of THE APPLICANT.
5.The obligations of THE APPLICANT under this Agreement do not apply to any information which: -
(a) is in or enters the public domain otherwise than by breach of this Agreement.
(b) is already known to THE APPLICANT; or
(c) is acquired by THE APPLICANT or from a person who was not under an obligation of confidentiality relating thereto.
6. THE APPLICANT acknowledges that the value of confidential information to THE COMPANY may be unique and therefore impractical or difficult to assess in monetary terms. Accordingly, if an actual or threatened violation of this agreement occurs THE APPLICANT will consent to the enforcement of this Agreement by injunctive relief or specific performance without proof of actual damage.
7. The Terms of this agreement shall be governed and constructed in accordance with the laws in force from time to time in New Zealand.
8. This Agreement shall expire two years from the date of execution.