The Twin | Specialty Coffee & Gourmet Sandwich Business | West End

1. Confidential Information - Prospect understands that the seller set forth in the Listing referenced above {'Seller} and of the business also set forth in the Listing (the 'Business') Shall directly or indirectly through the Broker as its conduit, disclose to Prospect certain  confidential and proprietary information related to the Business ('Confidential Information') which shall include information relating to non-public, confidential land proprietary Business. operations, properties,personal financial information, materials, products,technology, computer programs, manuals, business plans, software, marketing plans and other information submitted, orally, in writing, or by any other media solely relating toProspect's interest in purchasing the Business. Prospect agrees not to disclose, publish or otherwise reveal any of the ConfidentialInformation to any other parties, agents, representatives or employees whatsoever without the prior written consent of the Seller ('Authorised Persons'); except that Prospect may disclose the Confidential information to Prospect's legal counsel, accountant or lender. The Prospect agrees that the Broker Is not obliged to disclose any particular Confidential information to the Recipient. the
2. Disclosure - The Recipient may disclose the Confidential information to Authorised Persons,provided that before doing so, the Recipient must ensure that all such Authorised Persons knows of the Recipient's obligations under this Deed and know of the confidential nature of the information disclosed to them and that the Confidential information must only be used for the permitted purpose. At any time and on request from the Broker, the Recipient must provide the Broker a listof all Authorized Persons to whom the ConfidentialInformation has been disclosed by the Recipient.
3. Conduct - Prospect understands and agrees that all communications concerning the Business shall be conducted solely through the Broker, and Prospect agrees not to approach or contact Seller or its principals or visit the physical business location without an appointment arranged through Broker. Prospect also agrees not to contact or approach Seller's employees, officials, agents, customers, suppliers and/or competitors without the prior written consent of Seller. Prospect shall be liable toBroker for any and all damages Broker may suffer, including but not limited to Broker's full commission as set forth in a separate agreement with Seller if (a) Prospect buys,leases, receives in trade or otherwise obtains any part of the Business during the two (2) year period commencing from the Effective Date;(b) Seller and Prospect enter into a contract for sale;(c)Prospect,through no fault of Seller, fails or refuses to complete a sale,lease, trade or other disposition of the Business after entering into an agreement to do so; or (d) Prospect does any act equivalent of a purchase, or has an employment, independent contractor or consultant relationship directly or indirectly with Seller,Prospect shall be fully responsible for any breach of this Agreement by Prospect, Prospects Agents, representatives or employees.
4. Information - All information and documents provided to Prospect and AuthorizedPersons concerning theBusiness is the Property of the Seller and must be returned or destroyed immediately upon written request by Broker or Seller. Any and all representations and warranties shall be made solely between the seller and prospect in a signed purchase/sale agreement and subject to the provisions thereof. Prospect fully understands that Broker makes no representations or warranties whatsoever, expressed or implied, to Prospect with respect to the Business and Confidential Information disclosed to Prospect. Prospect acknowledges that it is and will not rely upon any information, written or oral, furnished by Broker, and Prospect understands that all information received must be independently verified by Prospect. Prospect acknowledges that all information furnished and/or received by Prospect is provided by Seller and not verified in any way by Broker or its agents and that Broker and its agents are relying upon Seller for the accuracy and completeness of the information. Prospect agrees that any information and documents received by Prospect must not be used in any way to Seller's or Broker's detriment or liability, and Prospect agrees to indemnify and hold Broker harmless from any claims or damages from its use and/or reliance thereon. The provisions in this paragraph shall also inure to the benefit of Broker's agents.
5. Seller as Third Party Beneficiary - Prospect acknowledges that Seller has the right to protect the Confidential Information and to obtain the benefits hereunder.Accordingly, and for such limited purposes only,Seller shall be considered an intended third party beneficiary hereunder. The fact that Seller is not a signatory to this Agreement shall not prohibit, alter or limit Seller's or Broker's right to enforce the terms hereof.
6. Advice - Prospect understands, agrees and acknowledges that prospect has been advised to consult a solicitor and/or certified public accountant for assistance in reviewing and verifying the legal, financial and/or any other pertinent information concerning the Prospect further understands and agrees that Broker is merely acting as a conduit of information and has not made any independent investigation of the accuracy of the information provided by Seller. Prospect agrees to independently verify all representations and warranties made by Seller and understands that Broker has not made nor will it make any verification or warranty regarding any information provided.
7. Indemnity - Prospect agrees to indemnify the Seller, Broker and their related entities against all claims, proceedings and/or costs that any of them may sustain or incur as a result of or in connection w i t h any breach by Prospect or any act or omission by the Recipient which, if done or omitted to be done by the Recipient,would be a breach of Recipient's obligations under this Agreement.
8. Procuring Cause - Prospect hereby recognises Broker as the procuring cause of any purchase or other act set forth in paragraph 3 above, and agrees that for a period of two (2) years from the Effective Date not to deal directly or indirectly with the Seller, its agents, representatives or assigns, without the prior written consent of Broker. IfProspect or an entity in which Prospect has an interest, or person or entity introduced to the Business and/or Seller by Prospect, enters into a (a) sale and/or purchase agreement, (b) management contract or other financial arrangement with Seller with respect to the Business or part thereof, including leasing the Business premises from Seller or Seller's landlord, Prospect shall be liable to Broker for any and all damages Broker may suffer, including but not limited to the payment of the full commission due Broker under a separate agreement with Seller to ensure the collection of s
   Broker the right to place a lien on the Business assets which may be acquired by Prospect in violation of this Agreement, and Prospect agrees and does hereby appoint Broker its solicitor to execute all documents necessary to perfect such lien, and this Agreement shall be Prospect's consent to do so as required by the laws of the State of Queensland.
9. Warranties - Prospect warrants that the sole purpose of requesting and receiving information on the Business is to possibly affect a purchase or merger and/or acquisition, and none other, and Prospect knows that Seller and Broker are relying upon such representations in disclosing the Confidential Information to Prospect. Prospect further warrants that it is financially capable of purchasing the Business, has not filed for an undisclosed bankruptcy and has not been convicted of any crime.
10. No Implied Waiver - Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
11. Consent Jurisdiction - This Agreement shall be governed by the laws and construed in accordance with the laws of the State of Queenslandand the parties consent and agree that Queensland shall be the sole and exclusive venue for all proceedings relating to this Agreement and/or its subject matter, including l without limitation the enforcement hereof. Prospect hereby waives all objections to establishing venue elsewhere. Prospect agrees that in the event of any breach or threatened breach of the confidentiality provisions contained herein.Seller or Broker may obtain,in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Broker and/or Seller against any such breach or threatened breach.
12. Legal Fees - In the event of any dispute or litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its reasonable legal fees, costs and expenses incurred in both the trial court and appellate levels.
13. Notices - Any notice, demand, consent, approval, request, waiver or other communication (notice) to be given under this Agreement must be in writing and must be given to the recipient at its Address for Service.
14. Copies - Prospect has received a copy of this Agreement and a fax or electronically transmitted copy with signatures shall be considered as an original.

THIS NDA COVERS ALL PROPERTIES I/WE MAKE ENQUIRY ON FROM TODAY ONWARDS.

In consideration for the Agent providing sensitive and confidential information relating to the above mentioned properties/businesses, the Recipient hereby undertakes:

1. That everything which the Agent and/or the owner of the Business discloses, and which is properly capable of being regarded as proprietary information of the Agent and /or the owner of the Business regardless of the form of disclosure, will be treated in confidence by the Recipient, it’s partners and/or it’s employees and other associated or proprietary companies, and will not be used by the Recipient it’s partners and/or it’s employees for any purpose other than:
   1. Conducting an evaluation and determining the Recipient’s interest in entering into an agreement exclusively through the Agent to purchase the whole or portion of the Business and
   2. Such purposes as may be contained in any formal agreement that may be entered into between the Recipient and the owner of the Business
2. That disclosures of all such information and details shall be limited to only those professional advisors, partners or employees of the Recipient which are reasonably required to be in possession of said information and details, and
3. To immediately return to the Agent all such information and other details in written form, including any drawings and any copies made of written information and drawings or notes, summaries or extracts thereof if and when requested by the Agent
4. All requests for information and all negotiations shall be through the Agent and the Recipient shall not directly visit the property/business or contact the owner of the property/business, the staff of the property/business and /or any other person associated with property/business without the prior express consent of the Agent
   
   The Recipient hereby irrevocably acknowledges:
5. That the information being provided to us has been supplied to the Agent by the vendors of the properties or businesses. We understand that the information is provided by the Agent in good faith and acknowledge that the Agent is acting as mere messenger of the information provided by the vendors of the properties and businesses and, as such, is not responsible for any errors, omissions or misrepresentations that may be found. The Agent recommends that I/we seek independent advice and make our own full and proper enquiries before acting on any information provided. The Agent has advised me/us that any indication of past performance of the property/business, in the information provided, does not infer any warranty or representation that a new owner of the property/business would achieve such results in the future. Subject to any terms implied by law and which cannot be excluded, we acknowledge and agree that the Agent will not be held responsible for any loss, damage, cost or expense incurred by us as a result of any error, omission or representation within the information provided.
6. The Agent is solely instrumental in me/us being introduced to the property/business offered for sale
7. That the obligations herein are fair and reasonable and have been designed to protect the legitimate business interests of the Vendor of the property/business and the Agent.
8. The Agent will suffer loss or damage if I/we contact, attempt to or deal directly with the vendor of the property/business.
9. The Vendor of the property/business will suffer loss and damage from any breach by me/us of any of the duties under this acknowledgement.
10. The terms and conditions of this Deed shall continue to have full force and effect after the property/business is sold
11. Any matter arising from this undertaking and acknowledgement shall be governed by, takes effect and will be construed in accordance with the laws of Vic, NSW and Qld, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts entitled to hear appeals there from.

I/we have read and agree with the terms and conditions of the undertakings and acknowledgements contained herein