Iconic Hamilton Pilates Studio

This Non-Disclosure and Confidentiality Agreement ("Confidentiality Agreement") is made between the undersigned party or parties (collectively, "the Interested Party"), including any associated company or entity named at the time of enquiry and its respective directors, officers, employees, agents, contractors, and advisers, and is in favour of JL Business Sales Limited (Licensed under the Real Estate Agents Act 2008), including its directors, employees, and licensed salespersons ("the Agent"), and the Vendor of the business subject to the enquiry ("the Vendor").

1. In consideration of the Agent providing the me/us the Interested Party with certain non-public and confidential information relating to a business listed for sale ("the Business"), the Interested Party agrees and acknowledges that such information, whether provided directly or indirectly, in written, oral, or electronic form, and whether or not marked as confidential, shall be deemed confidential and commercially sensitive ("Confidential Information"). Confidential Information includes, without limitation, business systems, financial statements, trading figures, processes, client and supplier information, contracts, staff information, lease terms, intellectual property, and any other business-related details or commercially valuable information disclosed by the Agent, and;
2. The Confidential Information is provided strictly for the purpose of the Interested Party evaluating a potential acquisition of the Business, or any part of it, and must not be used for any other purpose, including but not limited to competitive or commercial advantage, or for the benefit of any third party, and;
3. The Interested Party agrees not to disclose, publish, communicate, or otherwise make available any Confidential Information, nor the identity of the Business, to any person or entity other than the Interested Party’s own professional advisers (being a solicitor, chartered accountant, or registered financial advisor), provided those advisers are made aware of, and are bound by, confidentiality obligations no less stringent than those contained in this Agreement, and;
4. The Interested Party shall not, directly or indirectly, make contact with, approach, or seek to communicate with the Vendor, or any of its employees, contractors, directors, shareholders, customers, clients, suppliers, or the landlord of the Business premises, without the Agent’s prior written consent, and;
5. In the event of a breach of clauses 1 through 4 of this Agreement by the Interested Party or any person or entity associated with it, the Interested Party undertakes to fully indemnify the Agent and the Vendor from and against any and all claims, demands, losses, costs, liabilities, damages, or expenses (including legal costs on a solicitor-client basis) arising directly or indirectly from such breach. This indemnity shall be cumulative and in addition to any other remedies available at law or in equity, and;
6. Upon request by the Agent or the Vendor, the Interested Party agrees to promptly return all physical documents and materials containing Confidential Information and to permanently delete or destroy all electronic copies, summaries, notes, or analyses created based on such information. The Interested Party shall confirm in writing that no copies, whether digital or physical, have been retained, and;
7. The Interested Party acknowledges and agrees that JL Business Sales Limited is the introducing agent for the Business, and that all expressions of interest, negotiations, offers, sale deposits and transactions must be conducted solely and exclusively through the Agent, and;
8. If the Interested Party, or any related party or nominee, circumvents the Agent and enters into any agreement or transaction with the Vendor directly or indirectly in breach of clause 7, the Interested Party agrees to pay to the Agent, as liquidated damages, the amount of commission that would have been payable to the Agent under its Authority to Act agreement with the Vendor. The Interested Party acknowledges and agrees that this sum is a genuine pre-estimate of the loss the Agent would suffer and is not a penalty, and;
9. The Interested Party acknowledges that all Confidential Information is provided by the Agent as received from the Vendor, and that the Agent has not verified its accuracy or completeness. It is the sole responsibility of the Interested Party to carry out its own independent due diligence and to seek legal, financial, and tax advice before relying on any such information or entering into any agreement for the acquisition of the Business. The Interested Party uses the Confidential Information entirely at its own risk, and;
10. The Interested Party agrees and acknowledges that the Vendor is entitled to enforce the terms of this Agreement, in particular clauses 2 through 6, as a third-party beneficiary pursuant to the Contract and Commercial Law Act 2017, and;
11. The person signing this Agreement warrants that they have full authority to bind the Interested Party to its terms and obligations.
12. This Agreement shall be governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute arising out of or in connection with this Agreement.