THE COTERIE

ADDRESS DETAILS

DISCLAIMER AND CONFIDENTIALITY AGREEMENT

I/We, being the person/people named in the Schedule set out above, acknowledge that I/we are prospective buyer(s) of a business and acknowledge and agree as follows:
• Any materials supplied by Sellers relating to the businesses may include:
• Non-verified and non-audited trading results and/or profit and loss reports; or
• Related industries averaged and/or approximate costs/expenses and projected trading estimation
All information supplied is my/our responsibility to verify and confirm, and I/we agree that Agent and/or its salespersons, employees and authorised personnel shall in no case be responsible for its accuracy or completeness, or any liability or loss suffered by me/us in relation to use of or reliance upon the information contained in any business profile.
• Business profiles and materials and all things connected and related to any business are confidential, and we agree not to disclose them to any other person except our legal, accounting, financial advisers and bankers, but then only on the basis that they have agreed to keep the information confidential.
• I/We agree to use any information, documents or contacts provided, or otherwise made available, to me/us for the sole purpose of evaluating a potential sale or purchase transaction in respect of the business and for no other purpose. I/We expressly agree not to use
the information, document or contracts provided for the direct or indirect purpose of competing with the relevant Seller and/or their business.
• All inspections of businesses are to be by an appointment arranged and organised through the Agent only, and I/we agree not to attempt to inspect any business or the premises upon which any business is carried on or to contact any Seller, their employees, agents, landlord, customers, suppliers or other stakeholders directly or indirectly other than through and with the Agent.
• I/We understand that the Agent and or its personnel are not investment and financial advisors.
Their role in this matter is to simply relay information relating to the target business, as provided by any Seller in their capacity as a representative of the Seller.
• I/We understand the roles, responsibilities and duties of the Agent does not extend to:
• investigating the truth, completeness or accuracy of the information provided nor go through any due diligence process in relation to it;
• make any professional or other judgement about the materials supplied by any Seller or provide any professional advice; and
• assess the truth or accuracy of the information provided to us by any Seller.
• I/We agree to respect and safeguard the privacy of any Seller by returning the business profiles, and any related material to the Agent, and immediately return or destroy (and certify destruction of) any copies if I/we do not proceed to purchase any business or otherwise when requested to do so by the Seller.
• I/We agree to advise the Agent immediately that I/we have been previously introduced to the same business by another agent.
• I/We acknowledge and agree that the obligations listed above (including but not limited to the obligations of confidentiality) are:
• given in consideration for the provision of materials relevant to the assessment of the target business and a potential transaction; and
• for benefit of, and are enforceable by, both the Agent and, upon acceptance by or on behalf of the relevant Seller, the relevant Seller.
• I/We agree that the Seller’s acceptance of the obligations owed to it will be deemed as given on the provision to me/us of materials relating to the target business and that the Seller shall be entitled to any remedies and relief available at law as against the Prospective Buyer(s) in the event of a breach of this agreement.