Confidentiality Agreement, Registration of Interest and Disclaimer
Once logged in as the user of www.cwsa.com.au, in consideration of Car Wash Sales and Advisory (‘CWSA') and the Seller providing to us a business profile, and other material and information relating to the Business and/or the Property, allowing us to inspect the Business and/or the Property, you acknowledge and agree to the following:
1. Prospective Buyer/s must act in good faith
The Prospective Buyer/s agrees:
(a) that all inspections of the Business and/or the Property are to be strictly arranged through CWSA and/or its agents;
(b) not to inspect the business and/or the premises where business is conducted without first obtaining written approval from CWSA;
(c) not to contact the Seller directly, other than through CWSA;
(d) not to negotiate directly with the Seller and/or their agents, other than through CWSA; and
(e) acknowledge that CWSA and its agents have introduced them to the Business and/or to the Property.
2. Collateral Agreements
The Prospective Buyer acknowledges the need for collateral agreements to be signed including but not limited to any Confidentiality Agreements, Commission Agreements and any other agreements to ensure that each party performs all of its obligations acting in good faith.
3. Intellectual Property rights
The Prospective Buyer/s agrees that all intellectual property rights provided to it are and will remain the exclusive property of the Seller.
4. Quality of information and release
The Prospective Buyer/s acknowledges that:
(a) CWSA is not a financial or investment adviser and acts as a representative of the Seller to convey information about the Seller’s business and/or property and further acknowledges that the material supplied by the Seller may include financial statements that have not been verified or audited;
(b) CWSA does not make or give any representation, assurance or warranty, express or implied, that any of the information provided by the Seller is complete or accurate or workable;
(c) The Prospective Buyer/s releases CWSA to the fullest extent permitted by law, from and against all claims, actions, damages, remedies and matter arising from or which may arise from or in connection with the provision of, or any reliance on, the information provided by the Seller;
(d) CWSA is under no obligation to notify the Prospective Buyer/s or provide any further information to the Prospective Buyer/s if it or its employees, agents, officers or directors become aware of any inaccuracy, incompleteness or change in the information provided by the Seller; and
(e) it is solely responsible for verifying the accuracy of any information provided to it by CWSA.
5. Confidentiality
The Prospective Buyer/s acknowledge that the information contained within including the business profile and all related material, and information gained in the course of inspection of the Business and/or the Property, its assets and employees is valuable and confidential, and agrees not to disclose this information other than to the Prospective Buyer/s’ accountants, lawyers, financial and business advisers and financial institutions who will be required to provide written agreement to keep all information confidential prior to its receipt. This requirement will not be waived without the Seller’s prior written consent.
6. Breach of Confidentiality
In the event of any breach or threatened breach of the provisions of this agreement by the Prospective Buyer/s, then the Prospective Buyer/s:
(a) must notify CWSA and the Seller of the full details of the same;
(b) take all steps, at its own expense, which are required to prevent or stop the same; and
(c) acknowledges, by virtue of the commercial sensitivity of the confidential information, that CWSA and/or the Seller shall be entitled to apply for, and the Prospective Buyer/s shall not oppose, the granting of an injunction by a court of law restraining the Prospective Buyer/s from committing any breach (or further breach) of this agreement, without being required to prove any actual damage sustained by CWSA and/or the Seller.
7. Obligations to survive
The obligations of the Prospective Buyer/s under this agreement shall continue and survive for a period of five (5) years into the future, for so long as the Prospective Buyer/s has in its possession, control or knowledge any of the confidential information relating to the Business and/or the Property.
8. Seller’s rights reserved
The Prospective Buyer/s acknowledge that should the confidential information supplied by the Seller and its business become known to the Seller’s competitors and/or potential competitors or is used by the Prospective Buyer/s for purposes other than for the purpose of inspecting the business for its purchase, the Seller may suffer loss and hardship. The Prospective Buyer/s acknowledges the Seller’s right to take legal action to claim appropriate remedies available to it.