CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

BETWEEN LINK AND *(INTERESTED PARTY)

1. Whereas confidential information is proposed to be exchanged between LINK and us/myself in respect of transaction Listing ID {Business_Listing_ID}, being for the possible acquisition or control of the assets of a business or part of it, or any shares, ownership, operational or any other financial interest in the business (however structured) by me/us(the “Transaction”) in the entity/ies that has engaged LINK as its agent to act on its behalf (the “Principal”).


2. We/I hereby agree and undertake:
   
   
   
   1. That I/we have obtained independent legal advice, LINK hereby recommends that independent legal advice be obtained before agreeing to this agreement, failing which I/we expressly and knowingly waive the right to obtain legal advice against such recommendation;
   
   
   2. that if I/we allege that the Principal and/or business are already known to me/us prior to this agreement and that if I/we have been or intend on pursuing a Transaction independently of LINK with the Principal, that I/we must immediately notify LINK thereof on receipt of the Confidential Information, and that I/we will provide LINK with a written account including the dates of such introduction together with all reasonably available evidence to LINK (together with a statement as to the status of any Transaction and why no transaction was concluded to date) and that I/we will on request return all Confidential Information. Failing which I/we agree and acknowledge that any resultant Transaction or agreement with the Principal I/we will be liable to pay LINK commission and costs as calculated in clause 6 of this agreement as a principal debtor and on a joint and several basis together with the Principal;
   
   
   3. to treat as totally confidential all information provided by LINK or the Principal, including:
      
      
      
      1. information of a confidential nature, including but not limited to any operational, technical, legal or financial information of the Principal; and
      
      
      2. any identifying characteristics (including contact details) of any person, entity and/or business disclosed to me/us by LINK and/or the Principal to the Transaction;
         
         (the “Confidential Information”);
      
      
   
   
   4. not to disclose any Confidential Information except to my/our accountant, bank or legal advisor, who shall agree to adhere to the confidentiality and other obligations under this agreement;
   
   
   5. that all Confidential Information shall be used for no other purpose than the proposed Transaction through LINK;
   
   
   6. for all communications and meetings to the Principal (in all mediums, whether verbal, written, electronic or otherwise) to be facilitated solely through LINK;
   
   
   7. not to directly or indirectly engage:
      
      
      
      1. any person, entity or any other related person or agent of the Principal other than through LINK;
      
      
      2. without prior arrangement with LINK the Principal's staff, customers or suppliers, or any other contracting parties (including but not limited to lessors, lessees, franchisors, or franchisees) or any other person or entity which may become known to me through any introduction or disclosure of Confidential Information without prior arrangement with LINK and undertake to refer all queries through LINK
      
      
   
   
   8. that I/We am/are aware of and shall comply with all applicable privacy laws according to the jurisdiction of the Transaction and/or Principal;
   
   
   9. that If I/we decide not to proceed with the Transaction, I/we agree to immediately return to LINK all information, including the Confidential Information received by myself/us, our affiliates or representatives and retain no copies thereof and to delete any electronic records, including all emails, contact information and attachments relating to the Transaction, Principal and any other entities/persons introduced to me/us by LINK and to destroy all physical copies of the Confidential Information.
   
   


3. I/We hereby jointly and severally indemnify the Principal and/or LINK for any and all losses, claims and damages of any nature whatsoever (whether in tort, equity and/or contract) as a direct or indirect result of any breach of my/our obligations, our affiliates or representatives; and/or any other undertakings in this agreement and I/we hereby jointly and severally indemnify the LINK and the Principal for all legal fees incurred in enforcing this agreement and protecting their rights including but not limited to injunctions, applications and/or action proceedings.


4. I/We warrant that I/we am/are duly authorised to enter into this document for and on behalf of the party named in this agreement in accordance with all relevant rules and constating documents and agree that I/we (in my/our personal capacity as signatory) and the named party will be bound by the obligations and provisions generally of this agreement.


5. I/We acknowledge that LINK is the introductory party, and effective cause and that all offers made to the Principal in respect of a Transaction, or any agent of such Principal, will be conducted through LINK, and any deposits paid for the Transaction will be paid to the New Zealand Real Estate Trust account to hold as stakeholder.


6. I/We acknowledge that should any other businesses or principals be disclosed to us in the course of our engagement with LINK, irrespective of whether a separate confidentiality and non-circumvention agreement is concluded, that I/we will not pursue the acquisition of any such business or part thereof in any manner without directing such enquiry and communications through LINK and that should we fail to do so (in the absence of written evidence and proof that no such commission is payable) commission and costs will be payable to LINK at the rate calculated in terms of clause 7.


7. I/We agree not to directly or indirectly attempt to circumvent the payment of any commission which may become payable to LINK as a result of LINK providing the Confidential Information and/or introducing myself/us to the Principal and/or the Transaction. This prohibition to circumvention includes structuring the Transaction through the use of related parties, agents, or structuring the Transaction as a disposal or acquisition of the business and/or assets by any means, including but not limited to a sale, lease, cession, assignment, license, or any other means, or by a delayed disposal or acquisition or otherwise, and that I/we as the discloser/receiver shall be personally and jointly and severally liable to LINK for the payment of the commission at the rate set out in LINK's mandate with its Principal in relation to such transaction (failing which, at LINK's standard percentage rate of commission from time to time) on the market value of such transaction and any and all losses, liabilities, claims, interest on amounts owing, costs and legal fees incurred in the recovery of such amounts payable as the case may be.


8. I/We acknowledge that the obligations surrounding confidentiality and non-circumvention survive the expiry or termination of this agreement for a period of 5 (five) years from the date of such termination. The obligations surrounding confidentiality and Confidential Information shall survive until such information becomes public information or otherwise loses its confidential nature, or the aforementioned time period, whichever occurs first in time.


9. LINK means LINK Business Broking Limited and any entity that trades as LINK, including any related company as defined in the Companies Act 1993 (New Zealand), or franchisee (whether in Australia, New Zealand or any other territory as may be applicable) and LINK's respective business brokers and agents.


10. For the purposes of section 12 of the Contract and Commercial Law Act 2017, the promises given by me/us under this Agreement with respect to Confidential Information are intended to confer a benefit on the Principal, who may enforce the promises.