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AGREEMENT

This Confidentiality & Non-Disclosure Agreement (“Agreement”) is entered into between Urban Nest Group Pty Ltd (“the Agent”) and the undersigned prospective purchaser (“the Recipient”) for the purpose of evaluating a potential business acquisition introduced by the Agent.

The Recipient acknowledges that all information provided in relation to the business is confidential in nature and has been supplied by the vendor or third parties. The Agent makes no representation or warranty as to the accuracy or completeness of the information, and the Recipient has been advised to rely on their own independent legal, financial and commercial investigations.

For the purposes of this Agreement, confidential information includes all information disclosed to the Recipient in any form, including but not limited to financial information, business performance, lease and occupancy details, licences and approvals, operating systems, procedures, know-how, and details relating to suppliers, staff and customers, whether disclosed verbally, electronically or in writing.

The Recipient agrees to keep all confidential information strictly confidential and to use such information solely for the purpose of assessing the proposed business acquisition. The Recipient must not copy, disclose or distribute the confidential information to any third party without the prior written consent of the Agent, except to professional advisers who are bound by confidentiality obligations. These obligations extend to all related entities, associates, employees and advisers of the Recipient.

All enquiries, inspections, discussions and negotiations relating to the business must be conducted exclusively through the Agent. The Recipient must not, without written consent, directly or indirectly contact the vendor, landlord, employees, suppliers or customers of the business.

If the business is not purchased, or upon request by the Agent, the Recipient must promptly return or permanently destroy all confidential information within seven (7) days.

The Recipient acknowledges that the Agent is the effective introducing party. If the Recipient, or any related party, acquires the business within twelve (12) months of this introduction, whether directly, indirectly, privately or through another party, the Agent’s commercial and commission rights remain protected.

The Recipient indemnifies the Agent against any loss, damage or claim arising from a breach of this Agreement or misuse of the confidential information.

This Agreement is governed by the laws of Victoria, Australia.