CONFIDENTIALITY UNDERTAKING – NON-DISCLOSURE AGREEMENT (NDA)
Parties
I/We
Name: (Name as mentioned below)
Address/Suburb: (Suburb as mentioned below)
State: (State as mentioned below)
Post Code: (Post Code as mentioned below)
Mobile: (Mobile No. as mentioned below)
(“the Recipient”)
request Greenfields Real Estate Pty Ltd T/A Greenfields Real Estate
(“the Agent”)
to provide information relating to properties and/or businesses introduced by the Agent.
This Confidentiality Undertaking – NDA applies to all properties and businesses introduced from the date of execution onwards, unless otherwise agreed in writing.
1. Confidential Information and Permitted Use
In consideration of the Agent providing sensitive and confidential information relating to the properties and/or businesses, the Recipient undertakes that:
1.1 All information disclosed by the Agent and/or the owner of any property or business, whether written, verbal, electronic, or otherwise, which is proprietary or confidential in nature, shall be treated as strictly confidential.
1.2 Such information shall only be used for the purposes of:
(a) Conducting an evaluation and determining the Recipient’s interest in entering into an agreement exclusively through the Agent to purchase the whole or part of the property or business; and
(b) Any purpose expressly permitted under a formal agreement entered into between the Recipient and the owner of the property or business.
2. Limited Disclosure
Confidential information may only be disclosed to professional advisers, partners, or employees of the Recipient who reasonably require the information for the permitted purpose and who are bound by confidentiality obligations.
3. Return of Information
Upon request by the Agent, the Recipient agrees to immediately return or permanently delete all confidential information, including copies, notes, summaries, extracts, drawings, and electronic records.
4. No Direct Contact
All enquiries, inspections, negotiations, and communications must be conducted exclusively through the Agent.
The Recipient must not directly or indirectly:
Visit the property or business
Contact the vendor, business owner, staff, landlord, franchisor, supplier, or any associated party
without the prior written consent of the Agent.
5. Information Disclaimer and Independent Advice
The Recipient acknowledges that:
5.1 All information has been supplied to the Agent by the vendor and is provided in good faith.
5.2 The Agent acts as a conduit only and does not warrant the accuracy, completeness, or reliability of the information.
5.3 Past performance does not represent or guarantee future performance.
5.4 The Recipient has been advised to obtain independent legal, accounting, taxation, and financial advice and to conduct its own investigations.
Subject to non-excludable rights under law, the Agent is not liable for any loss, damage, cost, or expense arising from reliance on the information provided.
6. Introduction Acknowledgement
The Recipient acknowledges that the Agent is solely instrumental in introducing the Recipient to the property or business opportunity.
7. Reasonableness
The Recipient agrees that the obligations contained in this Deed are fair, reasonable, and necessary to protect the legitimate commercial interests of the vendor and the Agent.
8. Loss on Breach
The Recipient acknowledges that:
The Agent will suffer loss if the Recipient bypasses or attempts to bypass the Agent; and
The vendor will suffer loss from any breach of this Deed.
9. Survival
The obligations under this Deed continue in full force after the property or business is sold or withdrawn.
10. Governing Law
This Deed is governed by the laws of Victoria.
The parties submit to the exclusive jurisdiction of the courts of Victoria.
11. Direct Contact Penalty
If the Recipient directly or indirectly contacts the vendor or business owner without the Agent’s written consent:
A $50,000 penalty becomes immediately payable to Greenfields Real Estate
An invoice will be issued and must be paid within 7 days
Interest accrues after 7 days at 14% per month