CONFIDENTIALITY AGREEMENT


Between: ABC Business Sales Limited [ABC] MREINZ (Licensed under REAA 2008) Steve Smith (ABC Managing Director)

and   [Hereinafter called the Interested Party]

The Parties above herein agree that in consideration of the sum of $1.00 to be paid by the Interested Party to ABC that ABC will disclose and supply to it such records, documents, representations, and financial information that ABC may have in its possession, may obtain, or may have prepared.

ABC and the Interested Party further agree that:

  1. All such records, documents, representations, and financial information [ “ confidential information “ ] shall at all times remain the property of ABC (and/or the vendor party for whom ABC acts as agent) and the Interested Party will not contest or dispute ownership of the same.
  2. All such records, documents, representations, and financial information [ “ confidential information “ ] and any notes and\or copies made there from by the Interested Party will be received and held in strict confidence by the Interested Party for the sole purposes of assessing the viability, financial details and business affairs of the Business and will not disseminate or supply any parts or parts to any other person other than the Interested Party’s legal or financial advisers.
  3. It is acknowledged that the Interested Party has requested such confidential information as it has a genuine bona fides intent to investigate acquisition of that business.
  4. 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 ABC without any copies thereof having been kept by the Interested Party.
  5. The Interested Party will thereafter maintain the confidentiality of such confidential information and not use the same for any further purpose whatsoever.
  6. 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 and any nominee of the Interested Party (including employees, agents and directors thereof) and the Interested Party shall take all reasonable steps ensure that all such persons are aware of and are bound by and observe the conditions of this Agreement.
  7. 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 ABC, 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.
  8. The Interested Party acknowledges that no failure on the part of ABC 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 ABC or the Business in any manner whatsoever.
  9. 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.
  10. 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.
  11. 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.
  12. If the proposal is of interest, we acknowledge that ABC is the introducing agent, and the Interested Party herein agrees that all offers to purchase the business, shares or property either in the name of the Interested Party or any associated agent or nominee of the Interested Party will only be conducted by or through the instrumentality of ABC.
  13. 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 ABC nor its salespersons or employees are liable for the accuracy of such information and furthermore the Intending Purchaser is advised to make their own enquiries as to verifying 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 ABC 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
  14. For the purpose of this Agreement, “confidential information “ shall mean:
    1. All information disclosed by ABC relating to the business and financial affairs of Ref No (Herein called “the Business”) whether by way of records, documents, representations, financial information, and books of accounts, connected with the business affairs and financial details of the Business.
    2. Any information which the Interested Party acquires during negotiations in relation to any dealings, transactions or affairs of the Business.


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