Confidentiality Deed

THIS DEED is dated when acceptance is registered in the logs of this website, and is made by the recipient who is the person who accepts and agrees to be bound by the terms of this Deed by clicking the button on this confidential website https://hardware-tender.info (“the Recipient”)

RECITALS

TERMS OF THIS DEED

1. Definitions and interpretation
   1. In this Deed, unless the context otherwise requires:
      1. “Authorised Person” means the officers, employees, agents, consultants and advisers of the Recipient and any person or company associated with or related, in any way, to the Recipient and to which party disclosure of the Confidential Information is reasonably required to enable the Recipient to assess whether the Property should be acquired;
      2. “Confidential Information” means all Content and such other information that the Vendor furnishes to the Recipient, whether orally or in writing, regarding the Property whether before or after execution of this Deed and whether directly or indirectly relating to the Property; and
      3. “Content” means the content of the confidential website, the address of which is https://hardware-tender.info and any other documents provided to the Recipient in whatever form;
      4. “The Vendor” means Aurotor Pty Ltd ACN 126 681 749 as trustee for the MBS Unit Trust;
      5. “Property” means 67-73 Hardware Lane, Melbourne, Victoria being the land contained in the certificates of title listed in the Schedule of Land/Property attached to the Tender Invitation contained in the Legal Package on this website.
      6. In this Deed, headings are for convenience only and do not affect interpretation.
   2. Property in confidential information
      The Confidential Information is the Vendor’s property.
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2. Recipient’s obligations ~ The Recipient shall:
   1. use the Confidential Information for the sole purpose of assisting it to investigate and study the feasibility of acquiring the Property;
   2. keep the Confidential Information confidential, secret and secure and protect it from unauthorised use, disclosure, access, damage or destruction;
   3. not use, provide or disclose the Confidential Information to any person except as expressly permitted in this Deed; and
   4. ensure that the Confidential Information (except for oral Confidential Information) is at all times in the Recipient’s possession or custody or under the Recipient’s control.
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3. Disclosure by Recipient to Authorised Persons: The Recipient shall only disclose the Confidential Information to Authorised Persons to whom it is necessary to disclose the Confidential Information and for whom the Recipient accepts full and unconditional responsibility whereby if an Authorised Person uses the Confidential Information in a manner that, if so used by the Recipient, would constitute a breach on the Recipient’s part of this Deed then, in such circumstances, the Recipient is deemed to be in breach of this Deed.
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4. Return of information: The Recipient shall immediately on request by the Vendor return all or part of the originals of the Confidential Information and, at the Vendor ’s option, return all copies of the Confidential Information or certify by the Confidential Information has been destroyed.
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5. Breach and injunction: The Confidential Information is secret, confidential, of a special character and of particular value to the Vendor and that, if the Recipient commits any breach of the terms of this Deed, the Vendor may suffer damage which the Vendor may seek to recover from the Recipient, that monetary damages may not be adequate compensation for the breach and the Vendor may seek an injunction from a court of competent jurisdiction if the Recipient or any Authorised Persons fail to comply with this Deed.
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6. No warranty
   1. The Vendor does not make any representation or warranty as to the accuracy or completeness of the Confidential Information and will make the Recipient’s own investigations and analysis in assessing the Confidential Information.
   2. The Vendor is not liable to the Recipient or the Recipient’s Authorised Persons for any loss or damage they suffer or incur as a result of using or relying on the Confidential Information.
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7. Miscellaneous
   1. The Recipient acknowledges that the obligations imposed pursuant to this Deed survive its termination or the extinguishment of the Recipient’s opportunity to acquire the Property.
   2. A notice to or by a party to this Deed may be delivered personally to the addressee or left or sent by prepaid post to the addressee’s address first specified in this Deed.
   3. The laws of Victoria govern this Deed.
   4. Each person accepting this Deed warrants that they are duly authorised to bind the Recipient.
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