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 Confidentiality Agreement - Business For Sale

 

WHEREBY IT IS AGREED

Martin Morris & Jones Pty Ltd (trading as MMJ Wollongong, Business Sales & Acquisitions) also referred to as MMJ has an agreement with our sellers (“the Sellers”) which requires us to obtain a Confidentiality & Non-Disclosure Agreement and evidence of financial ability of proposed purchasers before we disclose the name and location of the business. In return, information which you disclose to us will be kept confidential by MMJ and handled in accordance with MMJ's Privacy Policy and applicable privacy laws.

In consideration for information on businesses offered for sale by MMJ I understand and agree as follows:

I acknowledge that Information (as defined herein) provided by MMJ in respect of businesses for sale is sensitive and confidential and its disclosure to others would be damaging to the businesses and to the Broker’s relationship with the Seller.

  1. I will not disclose any Information regarding these businesses to any other person who has not also entered into this Agreement except to my professional advisor, financier or lender, in which case I agree to obtain their consent to maintain such confidentiality and only disclose Information that they reasonably need for the purpose of assessing or advising on the proposed purchase. “Information” shall include the fact that the business is for sale together with other related data, including the identity and location of the business, any prospectus or information memorandum, financial and trading information, customer, supplier and employee information, lease information, pricing, margins, systems, processes, intellectual property and any information supplied verbally, electronically or in writing in connection with the proposed sale. Information does not include any information that is, or becomes, generally available to the public other than as a result of a breach of this Agreement or is already in my possession or information which I am required to disclose by law. I will use the Information solely for the purpose of assessing, investigating, obtaining advice or finance for, negotiating or progressing the potential purchase of the business and for no other purpose. All Information provided to me will be returned to MMJ or, where reasonably practicable, permanently destroyed or deleted, including copies, summaries, analyses or extracts in the event that I do not proceed with the purchase of the business, subject to any information required to be retained by law or contained in routine electronic backup systems, which will remain subject to this Agreement.
  2. I will be responsible for any breach of any of the terms of this letter by myself or by any of my professional advisers. I will indemnify and keep indemnified in full the Seller and the Broker from and against reasonable costs, expenses, losses or damages (including but not limited to legal expenses) which may arise directly or indirectly from the unauthorised disclosure or use of Information or from any other breach of the terms of this Agreement. I acknowledge that unauthorised disclosure may cause harm that cannot adequately be remedied by damages alone and that the Seller or MMJ may seek injunctive or other equitable relief where appropriate.
  3. I will not contact the seller, employees, suppliers (including landlords), or customers except through MMJ. I will not attend or contact the business for the purpose of conducting enquiries or due diligence or disclose that the business is or may be for sale to any employee, customer, supplier, competitor or other person, without MMJ's prior written consent. I will not use the Information to establish a competitive advantage over the Seller or for any commercial purpose other than evaluating and progressing the potential purchase of the business.
  4. I acknowledge that all Information is provided by the Seller and is not verified in any way by MMJ. Unless expressly stated otherwise, MMJ has not independently verified the Information and makes no warranty, representation or undertaking, express or implied, as to the Information. Prior to finalising an agreement to purchase a business, it is my responsibility to make an independent verification of all Information. I agree that MMJ is not responsible for the accuracy of any Information I receive, and I agree to indemnify and hold MMJ harmless from any claims or damages resulting from its use. I will look only to the Seller and to my own investigation for all information regarding any business offered by MMJ on behalf of a Seller. Nothing in this Agreement excludes or limits any right or liability that cannot lawfully be excluded or limited.
  5. I acknowledge that MMJ does not give tax, accounting, legal or financial advice.
  6. Should I enter into an agreement to purchase a business MMJ offers for sale, I acknowledge that MMJ or the Seller may reasonably request further information to confirm my financial capacity to complete the proposed transaction. Any personal or financial information collected will be handled in accordance with applicable privacy laws and MMJ's Privacy Policy.
  7. I confirm that I shall promptly provide sufficient evidence of identity and proof of sufficient funds to MMJ upon request.
  8. All correspondence, inquiries, offers to purchase, and negotiations relating to the purchase or lease of any business presented to me, or companies, which I represent, will be conducted exclusively through MMJ.
  9. By providing the information set out below (and any further information relating to the purchase of a Business) to MMJ, I expressly consent to the dissemination of such information to the relevant Seller and to MMJ's or the Seller's employees, directors, professional advisers, consultants and other persons who reasonably require the information for the purpose of assessing, negotiating or progressing the proposed transaction. Personal information will be handled in accordance with MMJ's Privacy Policy and applicable privacy laws. I acknowledge that MMJ may, without my consent, at any time novate or transfer any rights or obligations arising under this Agreement to another entity that succeeds to or acquires the relevant MMJ business, where permitted by law by giving me written notice of such novation or transfer.
  10. This Agreement will be governed by and interpreted in accordance with the law in the state of New South Wales, Australia. 
  11. This Agreement is enforceable by the Sellers but otherwise only the parties to this Agreement may enforce any of the terms of this Agreement. This contract however may be varied without the consent of the Sellers. The confidentiality obligations are intended for the benefit of the relevant Seller, who may enforce those provisions expressed to protect the Seller.
  12. I will promptly notify MMJ if I become aware of any unauthorised access to, use or disclosure of Information and will reasonably cooperate with MMJ and the Seller to prevent or minimise resulting loss or damage.
  13. My obligations regarding the confidentiality, protection, non-disclosure and permitted use of the Information continue indefinitely and survive the termination of this Agreement and any discussions or negotiations between the parties. These obligations will remain in effect for so long as the Information remains confidential and is not in the public domain (other than through a breach of this Agreement), and for any trade secret for so long as it retains its status as a trade secret.

I agree and accept the above Terms & Conditions by completing this form.

©Copyright 2026. This document is strictly confidential and may not be copied or reproduced in any way without the express written permission from Martin Morris & Jones Pty Ltd.

Email business@mmj.com.au

Please contact our Privacy Officer at: 
Privacy Officer 
Post: PO BOX W21, Wollongong West NSW 2500 
Email: info@mmj.com.au 

Click to view our Privacy Policy: Privacy Policy | MMJ Real Estate 

Confidentiality Agreement

Prospective Purchaser

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Martin Morris & Jones Pty Ltd, G01/20 Belmore Street, Wollongong NSW 2500, ABN 35 000 367 699