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CONFIDENTIALITY WHEN BUYING OR SELLING A BUSINESS

Clyth MacLeod Business Sales do not wish to be a roadblock to you by making it hard to gain information on businesses of interest.

We do need however to take care when passing out sensitive business information. In addition to completion of the confidentiality agreement we will often require specific consent from the business owner prior to release of details on the business.

As a buyer wishing to assess the business suitability and to establish whether it meets your criteria, or not, you will be keen to gain as much information on the business as possible.

However, the identity of the business and the information regarding the business is commercially sensitive.

Before releasing their information the owner of the business will want to know that you;

  • are genuinely interested in purchasing the business,
  • are financially capable of purchasing the business,
  • have the required skills and / or experience to operate the business,
  • are not a competitor, employee, supplier or anyone related to the business of the current owner

Completion of a Confidentiality Undertaking does not necessarily give you automatic entitlement to the business information. We will need the owner’s approval first.

If you’re in the market to buy a business please be patient and understand why the business owner wants an understanding of who you are and how you intend to run and finance the potential purchase of the business.

If you are considering selling your business you can rest assured that at Clyth MacLeod Business Sales we take the confidentiality of your business information seriously.

  

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I/We agree and warrant that the above information is true and correct and in particular agree as follows:

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 quoted.  And to specifically comply with the Confidentiality Requirements as specified in Schedule 1 of this form.

IMPORTANT:

(a) The Professional Conduct and Client Care Rules 2012 (Rule 9.7) of the Real Estate Agents Act 2008, requires that when inviting signature on any 'other contractual document' that you have been made aware that you can, and may need to, seek legal, technical or other advice and information before signing. We recommend you to do so.

(b) Please be aware that we may still be required to obtain our Vendors authority before we can release further information about the business, and, they may require us to obtain further 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 relating to this Buyer Registration Of Interest to Purchase and Confidentiality Agreement form.

 

PLEASE ENSURE YOU HAVE CAREFULLY READ SCHEDULE 1 - THE CONFIDENTIALITY TERMS OF THIS DOCUMENT. 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 Business Sales (CML).

The parties agree that the Interested Party has requested such confidential information as it has a possible intent to acquire by purchase the business(es) listed for sale with Clyth MacLeod Business Sales (CML). AND therefore in consideration of the sum of $1.00 to be paid by the Interested Party to CML that CML may at its sole and unfettered discretion disclose and supply to it such records, documents, representations, and financial information [ “confidential information” ] that CML may have in its possession, may obtain, or may have prepared, subject at all times to the business(es) vendor approval.

For the purpose of this agreement, “confidential information“ shall mean:

a) All information disclosed by CML relating to the business and financial affairs of any such business(es) listed for sale with CML  (herein called “the business”)  whether by way of records, documents, representations, financial information, and books of accounts, howsoever connected with the business affairs and financial details of the Business.

b) Any information which the Interested Party acquires during negotiations in relation to any dealings,meetings, transactions or affairs of any business through CML or the Vendor.

CML and the Interested Party further agree that:

1. All confidential information shall at all times remain the sole property of CML and any notes and copies made 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 Business(es) and that the Interested Party has requested such confidential information as it has a possible intent to acquire by purchase that business.

2. Should for any reason the Interested Party not proceed with any offer to purchase the said business 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. If required to by the Business Owner CML represents 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 such confidential information and not use the same for any further purpose whatsoever. Without limitation to the foregoing obligation the Interested Party, unless they purchase the Business, or the Business Owner consents in writing beforehand either directly or indirectly do any of the following things:
(a). Contact any supplier to the Business to solicit them to do business with the Interested party or an associate;
(b). 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;
(c). 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 step 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 and shall indemnify and keep indemnified CML, and it’s salespersons and employees and the Business against all claims, losses or damages arising out of the unauthorised disclosure or use of 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 by the Interested Party for the Business.

10. If the proposal is of interest, we acknowledge that CML is the introducing agent, and the Interested Party herein or any person associated with the interested party agrees that all offers to purchase the business at any time hereafter or with any 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 any intending Purchaser/s 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 as supplied by the Vendor or the Vendor's agents. The information herein has been sighted and approved by the Vendor.

12. You agree to the receipt of marketing information from us. Should you not wish to continue receiving this information you can opt out by email.  

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

Thank You!

Thank you for your completion of the confidentiality agreement

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