Sydney Language Academy

Recitals

A. The Disclosing Party ("The Agent") is in possession of information relating to:

• The Business;
• Including but not limited to memorandum, financial records, know-how, data, and other information relating to the business and financial status of the above-mentioned business (collectively, the "Confidential Information").

B. At the request of the Recipient, the Disclosing Party will disclose Confidential Information to the Recipient on the terms of this Agreement.

Agreement

The parties agree as follows:

1. Confidentiality Obligation
The Recipient agrees to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the Disclosing Party, except to professional advisers bound by confidentiality or as required by law.

2. Return of Information
The Recipient agrees to promptly return all Confidential Information to the Disclosing Party upon request.

3. No Copying
The Recipient shall not make copies of the Confidential Information without prior written consent.

4. Indemnification
The Recipient agrees to indemnify the Disclosing Party against any losses, damages, or costs resulting from any breach of this Agreement.

5. No Staff Contact
The Recipient shall not approach or contact any staff, employees, or contractors of the business, nor disclose to any third party that the business is for sale, without the prior written consent of both the owner and the broker.

6. Perpetual Effect
This Agreement shall remain in effect even after the return of the Confidential Information.

7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Australia and the relevant State laws where the business is located.

8. Commission Protection
The Recipient agrees that if they later purchase the business privately (without the broker's involvement), they will be liable to pay any lost commission to the broker.

9. Information Disclaimer
The Agent acts as a messenger only and is not responsible for any errors, omissions, or misrepresentations in the information provided.

10. Post-Sale Application
The terms of this Agreement continue to apply after the sale of the property or business.

11. Corporate Liability
Where the Recipient is a company, the directors and shareholders shall be personally liable for any breach of this Agreement.

12. All Listings
This Agreement applies to all businesses that the Recipient inquires about through the Agent.

13. Marketing Consent
The Recipient consents to being added to the Agent's database and receiving marketing materials. The Recipient may unsubscribe at any time via email.

14. Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

15. Electronic Signature
The parties agree that electronic signatures shall have the same legal validity as manual signatures.