Confidentiality Undertaking – NDA

In consideration of the Agent providing sensitive and confidential information relating to the properties and/or businesses, the Recipient undertakes that:

1.1 All information disclosed by the Agent and/or the owner of any property or business, whether written, verbal, electronic, or otherwise, which is proprietary or confidential in nature, shall be treated as strictly confidential.

1.2 Such information shall only be used for the purposes of: (a) conducting an evaluation and determining the Recipient’s interest in entering into an agreement exclusively through the Agent to purchase the whole or part of the property or business; and (b) any purpose expressly permitted under a formal agreement entered into between the Recipient and the owner of the property or business.

Confidential information may only be disclosed to professional advisers, partners, or employees of the Recipient who reasonably require the information for the permitted purpose and who are bound by confidentiality obligations.

Upon request by the Agent, the Recipient agrees to immediately return or permanently delete all confidential information, including copies, notes, summaries, extracts, drawings, and electronic records.

All enquiries, inspections, negotiations, and communications must be conducted exclusively through the Agent.

The Recipient must not directly or indirectly visit the property or business, or contact the vendor, business owner, staff, landlord, franchisor, supplier, or any associated party, without the prior written consent of the Agent.

The Recipient acknowledges that:

5.1 All information has been supplied to the Agent by the vendor and is provided in good faith.

5.2 The Agent acts as a conduit only and does not warrant the accuracy, completeness, or reliability of the information.

5.3 Past performance does not represent or guarantee future performance.

5.4 The Recipient has been advised to obtain independent legal, accounting, taxation, and financial advice and to conduct its own investigations.

Subject to non-excludable rights under law, the Agent is not liable for any loss, damage, cost, or expense arising from reliance on the information provided.

The Recipient acknowledges that the Agent is solely instrumental in introducing the Recipient to the property or business opportunity.

The Recipient agrees that the obligations contained in this Deed are fair, reasonable, and necessary to protect the legitimate commercial interests of the vendor and the Agent.

The Recipient acknowledges that the Agent will suffer loss if the Recipient bypasses or attempts to bypass the Agent, and that the vendor will suffer loss from any breach of this Deed.

The obligations under this Deed continue in full force after the property or business is sold or withdrawn.

This Deed is governed by the laws of Victoria. The parties submit to the exclusive jurisdiction of the courts of Victoria.

If the Recipient directly or indirectly contacts the vendor or business owner without the Agent’s written consent: a $50,000 penalty becomes immediately payable to Greenfields Real Estate; an invoice will be issued and must be paid within 7 days; interest accrues after 7 days at 14% per month.

12.1 Where Greenfields Real Estate Pty Ltd, including its directors, employees, contractors, related entities, or authorised agents (“Greenfields”), introduces or facilitates access to any fuel station business, Greenfields acts exclusively as a Buyer Advocate for the Recipient.

12.2 Greenfields does not act for, represent, or charge fees to the seller or vendor of fuel station businesses.

12.3 Any price disclosed by Greenfields for a fuel station business is an all-inclusive disclosed price, incorporating Greenfields’ buyer advocacy fees, including but not limited to buyer advocacy commission, introduction and negotiation fees, marketing and coordination fees, legal and documentation coordination costs, and third-party and consultancy coordination fees. For example, if a fuel station is disclosed at $500,000 plus stock, the Recipient acknowledges that Greenfields’ buyer advocacy fees are included within that price unless expressly stated otherwise in writing.

12.4 The Recipient agrees to execute a Buyer Advocacy Authority at or before the execution of the Heads of Agreement. Failure to sign does not remove Greenfields’ entitlement to fees where the Recipient proceeds with or benefits from the transaction.

12.5 Buyer advocacy fees are earned upon introduction and facilitation and are non-refundable, regardless of due diligence outcomes, finance approval or refusal, or business performance after settlement.

12.6 To the maximum extent permitted by law, the Recipient releases and indemnifies Greenfields from any claims, losses, or liabilities arising from the purchase or performance of the fuel station business. This clause survives termination of this NDA.