Exciting Business Sale – Master Franchisor of a Popular Café

Recitals
A. The Disclosing Party (“The Agent”) is in possession of information relating to:
• The Business:
• Including but not limited to memorandum, financial records, know-how, data, and
other information relating to the business and financial status of the above-mentioned
business (collectively, the “Confidential Information”).

B. At the request of the Recipient, the Disclosing Party will disclose Confidential
Information to the Recipient on the terms of this Agreement.

It Is Agreed
• In consideration of the Disclosing Party providing the Confidential Information, the
Recipient, including its employees and agents, agrees to maintain the confidentiality of the
Confidential Information. The Recipient shall not disclose the Confidential Information, in
whole or in part, to any third party, except to professional advisers or as required by law,
without prior written consent from the Disclosing Party. The Recipient further agrees to
ensure that any party receiving the Confidential Information is informed of this Agreement
and agrees to be bound by its terms.


• The Recipient will promptly return all Confidential Information upon the request of the Disclosing Party.

• The Recipient will not make copies of any Confidential Information without prior written
consent from the Disclosing Party.

• The Recipient acknowledges that the Disclosing Party is disclosing the Confidential
Information based on this Agreement. The Recipient agrees to indemnify the Disclosing
Party against any loss, cost, damage, expense, or liability resulting from a breach of this
Agreement.

• The Recipient cannot approach the business's staff under any circumstances, nor can they
disclose to a third party that the business is for sale, except with the written consent of both
the business owner and the Business Broker. 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 without the prior express consent of the Agent

• This Agreement remains effective even after the return of the Confidential Information to
the Disclosing Party.

• This Agreement is governed by the laws of Australia and the relevant state laws where the
business is located. Each party submits to the non-exclusive jurisdiction of the courts in that
state.

• The Recipient acknowledges that if they eventually purchase the business privately or
through another agent at a later date, causing SBA Real Estate & Business Brokers not to
receive a commission, they agree to pay SBA Real Estate & Business Brokers the amount of
commission lost immediately upon receiving a written demand.

• The Recipient acknowledges that information provided by SBA Real Estate & Business
Brokers (including directors, agents, representatives, or employees) has been supplied by the vendors. SBA Real Estate & Business Brokers provides this information in good faith and acts only as a messenger. SBA Real Estate & Business Brokers is not responsible for any errors, omissions, or misrepresentations. Recipients are advised to seek independent advice and conduct thorough inquiries before relying on any information provided.

• The terms and conditions of this Agreement continue to apply even after the property or
business is sold.

• If the Recipient is a company or corporate body, all directors and shareholders are
personally liable for any breach of this Agreement.

• This Agreement applies to all businesses the Recipient enquires about or is introduced to by
SBA Real Estate & Business Brokers.

• The Recipient consents to being added to the Agent’s database and receiving marketing
materials and offers about new business listings. Recipients can unsubscribe by emailing the
Agent.

• This Agreement may be executed in any number of counterparts. All counterparts together
will be taken to constitute one instrument.

• The Recipient agrees that this Agreement may be signed electronically, and such electronic
signature shall be deemed to have the same validity, enforceability, and effect as if it were an
original signature manually affixed to this document.