SELLING POST OFFICES

​THIS AGREEMENT is made on the date of execution by the Potential Purchaser.  
 
BETWEEN: LPO Brokers (Broker) AND the Potential Purchaser.
 
BACKGROUND 

A. The Broker is engaged by the licensee or licensees (Seller) of the business (Business) to assist with the sale of the Business.

B. The Potential Purchaser has expressed an interest in purchasing the Business and has requested information from the Broker, including Confidential Information, for the Approved Purpose.

C. The Broker has agreed to provide the Potential Purchaser with the Confidential Information for the Approved Purpose on the terms of this agreement.  
 
IT IS AGREED as follows: 

1. Definitions

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Approved Purpose means the evaluation by the Potential Purchaser of the Business to decide whether to enter into an agreement to purchase the Business.

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Confidential Information means:

a. financial information about the Seller and the Business;

b. commercial information about the Business or persons with whom the Seller or Business deals, including details of agreements with employees, contractors, customers and others and product and market information;  

c. any information marked “confidential” or which the Broker informs the Potential Purchaser is confidential;  

d. any information disclosed or provided in connection with the Approved Purpose; and

e. all notes and other records based on or incorporating the information referred to in paragraphs a to d;

but excludes information that is lawfully known to, or in the possession or control of the Potential Purchaser prior to its disclosure under this agreement; is public knowledge (otherwise than as a result of a breach of this agreement); or is required by law to be disclosed.

 

2. Confidentiality

2.1. In consideration for the Broker disclosing the Confidential Information to the Potential Purchaser, the Potential Purchaser agrees to:

a. keep the Confidential Information secret and confidential (subject to clause 4);

b. use the Confidential Information solely for the Approved Purpose;  

c. not contact the Seller directly or attempt to exclude the Broker in any communications with the Seller; and

d. not disclose or divulge directly or indirectly or permit to be disclosed or divulged any of the Confidential Information to any person, except upon receiving the prior written permission of the Broker.

 

3. Control of Confidential Information  

3.1. The Potential Purchaser must:

a. safeguard the Confidential Information disclosed to it, from access or use not authorised by this agreement and keep such Confidential Information under its control; and

b. immediately notify the Broker of any suspected or actual unauthorised use, copying or disclosure of the Confidential Information. 
 

4. Permitted disclosure

4.1. The Potential Purchaser may disclose Confidential Information to those of its officers, employees, professional and legal advisers, subcontractors and agents (collectively, Permitted Disclosees) who:

a. have a need to know for the Approved Purpose;

b. are aware that the Confidential Information must be kept confidential; and

c. have agreed with Potential Purchaser to comply with the terms of this agreement as if the Permitted Disclosee were a party to this agreement.

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5. Indemnity  

5.1. The Potential Purchaser agrees to indemnify the Broker against all claims and all losses, costs, liability and expenses incurred by the Broker in respect of:

a. any breach of this agreement by the Potential Purchaser; and

b. any act or omission by a person to whom the Potential Purchaser disclosed the Confidential Information, which, if done or omitted by the Potential Purchaser, would be a breach of this agreement by the Potential Purchaser.

 

6. Termination  

6.1. The Broker may terminate this agreement at any time with immediate effect by giving written notice to the Potential Purchaser. On termination of this agreement the Potential Purchaser’s right to use the Confidential Information ceases immediately and the Potential Purchaser must immediately, at the Broker’s option and the Potential Purchaser’s cost:

a. return to the Broker; or

b. destroy and certify in writing to the Broker the destruction of (including to delete all electronic copies in any medium); all the Confidential Information and copies of such Confidential Information in the Potential Purchaser’s and each Permitted Disclosee’s possession or control.

6.2. The obligations of confidentiality under this agreement continue to apply after termination of this agreement.  

 

7. No warranties

7.1. The Potential Purchaser acknowledges that the Broker does not make any representation as to the accuracy, currency or completeness of the Confidential Information.

7.2. The Potential Purchaser will make its own independent enquiries and will seek professional advice in relation to the Approved Purpose prior to entering into any binding legal arrangements to give effect to the transactions contemplated by the Approved Purpose.

 

8. Compensation

In the event the Potential Purchaser eventually purchases the Business, whether as an individual, company or a partnership, personally, using another agent or any other source (i.e. not LPO Brokers), the Potential Purchaser undertakes to compensate LPO Brokers for any damages, including loss of commission. 

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9. Miscellaneous  

9.1 This agreement may be executed in any number of counterparts and the parties agree that scanned and emailed signatures will be accepted as originals.

9.2 This agreement is governed by the laws of the State of New South Wales, Australia and each party unconditionally and irrevocably submits to the non-exclusive jurisdiction of New South Wales.

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