Well-Established, NZ Owned And Operated Café (CML 10913)

This Confidentiality Agreement relates to the Business Reference Number shown above on this form at Listing ID:

I/We agree and warrant that the above information disclosing my/our name/s address and phone contact details are true and correct. I/We further agree:

1. To act in good faith with any contact or discussions relating to the possible acquisition of an interest in a business;
2. To act in good faith with respect to any communications, meetings or discussions with Clyth Macleod Business Sales (CML);
3. To respect the confidentiality of any business information supplied, which I/We acknowledge may be sensitive information; and
4. To specifically comply with the Further Confidentiality Agreement Terms and Conditions as specified in Schedule 1 of this form.

IMPORTANT:

1. Rule 9.7 of the Real Estate Agents Act (Professional Conduct and Client Care Rules) 2012 requires that before you sign any contractual document (including this form) that you are aware that you can, and may need to seek legal, technical or other advice and information before signing. We recommend you to do so.
2. The signing of this form does not create an obligation for us to release the business information to you. Please be aware that we may still be required to obtain our vendor’s authority before we can release further information about the business to you, and, they may require us to obtain further information including information about you, your background and your intentions for the business.

I/We have filled in all required information. I/We accept the terms and conditions of this Confidentiality Agreement form.

PLEASE ENSURE YOU HAVE CAREFULLY READ SCHEDULE 1 – FURTHER CONFIDENTIALITY AGREEMENT TERMS AND CONDITIONS. IN SIGNING THIS FORM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS.

SCHEDULE 1 – FURTHER CONFIDENTIALITY AGREEMENT TERMS AND CONDITIONS

Clyth MacLeod 2018 Limited (CML) includes Clyth MacLeod Business Sales and Company Sales & Acquisitions and Food & Beverage Sales; all divisions of (CML).

A CONFIDENTIALITY AGREEMENT between Clyth MacLeod Business 2018 Limited (CML) and the (“interested party”) as specified on this Confidentiality Agreement (this must be an individual’s name, NOT a company name).

In consideration of CML making available Confidential Information to the Interested Party in respect of ANY Business that CML has been appointed as agent to sell by the owner of the Business (“Vendor”) the Interested Party makes the promises, agreements and undertakings below. Confidential Information means and includes (but is not limited to) all: records; documents; representations; financial information; accounts; data; know-how and/or strategies; information in relation to any dealings, transactions or affairs; and any other information in respect of the Business, save for what is lawfully available in the public domain (“the Confidential Information”).

1. The Confidential Information shall at all times remain the sole property of the Vendor of such Business and the Interested Party will not contest or dispute ownership of the same and all Confidential Information and any notes and copies made there from by the Interested Party will be received and held in strict confidence by the Interested Party and shall be used for the sole purposes of assessing the viability, financial details and business affairs of the businesses and that the Interested Party has requested such Confidential Information as it has a possible intent to acquire by purchase such business.
2. Should for any reason the Interested Party not proceed with any offer to purchase the business or the purchase is not completed for whatever reason, then the Confidential Information and any notes and copies made there from, and any other tangible information held by the Interested Party relating to the business (other than written material, notes and data in existence at the date hereof and already acquired by the Interested Party) will forthwith be returned to CML without any copies thereof having been kept by the Interested Party. Any Confidential Information shall be permanently deleted from any computer system, handheld or electronic data storage device or facility of the Interested Party. If required by the Vendor, the Interested Party shall immediately upon request sign a statutory declaration confirming that it has returned all Confidential Information to CML and has permanently deleted the same from any computer system, handheld or electronic storage device or facility.
3. The Interested Party will thereafter maintain the confidentiality of the Confidential Information and not use the same for any further purpose whatsoever. Without limitation to the foregoing obligation the Interested Party may not after signing this Agreement, unless they purchase the business, or the Vendor consents in writing beforehand either directly or indirectly do any of the following things
   1. Contact any supplier to the business to solicit them to do business with the Interested Party or any associate;
   2. Contact any of the staff or contractors to the business or solicit any of them to provide services or employment to the Interested Party or any associate;
   3. Contact any of the customers of the business.
4. The undertakings as to confidentiality contained herein shall bind not only the Interested Party but also its employees, agents, directors, advisers, associated and subsidiary companies (including employees, agents and directors thereof), and the Interested Party shall take all reasonable steps to ensure that all such persons are aware of and are bound by and observe the conditions of this Agreement.
5. The Interested Party will take all reasonable steps to protect the Confidential Information at all times and to prevent any unauthorised acquisition or use’s and shall indemnify and keep indemnified CML, and its salespersons and employees and the business against all claims, losses or damages arising out of the unauthorised disclosure or use of the Confidential Information or any parts thereof by the Interested Party or its employees, agents, directors, advisers, associated and subsidiary companies.
6. The Interested Party acknowledges that no failure on the part of CML or the Business to enforce at any time any of the provisions of this Agreement shall be construed as a waiver of any such rights under this Agreement nor shall any such failure affect the validity of any of the provisions of this Agreement or otherwise prejudice CML or the Business in any manner whatsoever.
7. The provisions of this Agreement shall not derogate from and shall be in addition to the obligations upon the Interested Party implied by the common or statute law relating to breach of confidential information.
8. This Agreement shall be governed by and construed in accordance with New Zealand law and shall be subject to the non-exclusive jurisdiction of the High Court of New Zealand to which the Interested Party expressly submits.
9. The obligations, covenants and undertakings contained in this Agreement shall continue in force without any limit in point of time notwithstanding that no purchase agreement is entered into or completed by the Interested Party for the business.
10. If the proposal is of interest, the Interested Party acknowledges that the Real Estate firm; CML is the Introducing agent, and the Interested Party herein or agrees that all offers to purchase the business, shares, or property will only be conducted through CML.
11. The Interested Party agrees and understands that all information supplied has been sourced from the Vendor and to the maximum extent permitted by law neither CML nor its salespersons or employees are liable for the accuracy of such Information and furthermore the Interested Party is advised to make their own enquiries as to verifying the accuracy of such information and furthermore any Interested Party is advised to make their own enquiries as to verifying the accuracy and authenticity of any such financial or other pertinent information as supplied. Further CML is merely passing over the information supplied by the Vendor or the Vendor’s agents. The information herein has been sighted and approved by the Vendor.
12. The Interested Party agrees that their details will be made available to the Vendor.
13. The Interested Party consents to the receipt of marketing information from CML. Should the Interested Party not wish to continue receiving marketing information they should notify CML by fax or email.

The above promises, obligations and undertakings are for the benefit of both CML and the Vendor. Although the Vendor is not party to this agreement, it is entitled to enforce the above promises, obligations and undertakings against the Interested Party pursuant to subpart 1 or Part 2 of the Contract and Commercial Law Act 2017.

PRIVACY POLICY: We will never release, sell or give your details to any other third party or organisation.