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Confidentiality Agreement

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This is the reason that the parties are providing the information, either individually or mutually. Business sale: Often a business purchaser will want to know confidential information regarding the business prior to the purchase. Choose this option if one party is considering selling its business to the other party. Employment: An employee or consultant may, during the course of their engagement with a company, need access to confidential information. Potential Investment or Partnership: Sometimes when a party is investigating whether to invest in another person's business, invention or idea, it will be important to provide them with details of that business, invention or idea. In these circumstances it is often wise to have the potential investor sign a confidentiality agreement to protect the invention or idea from copying by the investor. Other

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Confidentiality Agreement



BETWEEN:

________

of the following address:

________

(the "Disclosing Party")


AND

________

of the following address:

________

(the "Receiving Party")



RECITALS:

A. The Disclosing Party is proposing to sell its interest in the Business.

B. The Receiving Party has expressed an interest in purchasing part or all of the Business.

C. The Receiving Party has requested Confidential Information from the Disclosing Party in relation to the Business and for the Purpose.

D. The Disclosing Party has agreed to provide the Receiving Party with the Confidential Information for the Purpose on the terms contained in this Agreement.


OPERATIVE PROVISIONS

In consideration of the Disclosing party disclosing Confidential Information to the Receiving Party at its request (which the Parties hereby acknowledge and agree is valuable consideration), it is agreed as follows:


1. Definition and Interpretation


(a) Definitions

Agreement means this Confidentiality Agreement.

Business means the following business:

________

Confidential Information means any and all material disclosed to the Receiving Party, whether directly, indirectly or as a result of the Receiving Party's observation, by the Disclosing Party or any of its employees, associated entities, subsidiaries or representatives.

Effective Date means the date upon which this Agreement is executed by both parties.

Purpose means allowing the Receiving Party to determine the suitability and desirability of an investment in the Business, or to negotiate the terms of any such investment.

(b) Interpretation

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(I) words referring to one gender include every other gender;

(II) words referring to a singular number include the plural, and words referring to a plural include the singular;

(III) an expression importing a natural person includes an individual, a firm, a body corporate, an unincorporated association, an organisation and vice versa;

(IV) the meaning of terms is not limited by specific examples introduced by expressions "including" or "for example", or similar expressions;

(V) headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement;

(VI) each party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it;

(VII) any obligation on a party not to do something includes an obligation not to allow that thing to be done.


2. Value and Ownership of Confidential Information

The Receiving Party acknowledges that the Confidential Information to be provided under this Agreement is the property of the Disclosing Party and is unique and commercially valuable to that party. Nothing in this Agreement, or in the act of disclosing the Confidential Information, shall be construed as granting any rights in the Confidential Information to the Receiving Party.


3. No Obligation to Disclose or Enter Transaction

(a) Nothing in this Agreement shall obligate either party to disclose any Confidential Information and such disclosure shall be entirely at the option of the Disclosing Party.

(b) Nothing in this Agreement shall obligate the Parties to enter into any transaction or relationship in connection with this Agreement.

4. Obligations

(a) Subject to any exceptions set out in this Agreement, the Receiving Party must keep the Confidential Information confidential.

(b) The Receiving Party must not disclose the Confidential Information to any third parties except as is permitted under the terms of this Agreement.

(c) The Receiving Party must only allow an agent, professional adviser, consultant, employee or other affiliated person or organisation to have access to Confidential Information if:

(I) such access is necessary for the attainment of the Purpose; and

(II) such access is limited to only that Confidential Information which must be disclosed in order to attain the Purpose; and

(III) such access is not granted to any more persons or organisations than is necessary in order to attain the Purpose; and

(IV) the Receiving Party first ensures that any person or organisation receiving access to Confidential Information from the Receiving Party is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; and

(V) if required by the Disclosing Party, before the Receiving Party discloses Confidential Information to any other person or organisation in accordance with this clause, the Receiving Party procures from all of those persons or organisations which will receive Confidential Information, a signed confidentiality agreement on terms at least as onerous as those contained in this Agreement.

(d) The Receiving Party may not profit from the use of Confidential Information, except for profits attained in respect of the Purpose.

(e) The Receiving Party must not create copies of the Confidential Information (whether in physical or digital form, whether summaries, excerpts, reproductions or other information or documents derived in any way from the Confidential Information) unless the Disclosing Party has consented in writing.

(f) The Receiving Party must not use Confidential Information in any way which a reasonable person might consider could be harmful to the interests of the Disclosing Party.

(g) In the event that the Receiving Party proposes to disclose Confidential Information in accordance with a legal requirement or government regulation, or the Receiving Party anticipates that it is going to be required by law or government regulation to disclose Confidential Information, the Receiving Party must:

(I) advise the Disclosing Party as soon as possible about the proposed or anticipated disclosure; and

(II) take such reasonable steps as the Disclosing Party shall require to oppose or contest the necessity of such disclosure; and

(III) take such reasonable and legal steps as the Disclosing Party shall require in order to minimise the impact upon the Disclosing Party or the Disclosing Party's business of such disclosure.

(h) When requested by the Disclosing Party, the Receiving Party shall:

(I) deliver to the Disclosing Party any Confidential Information in the Receiving Party's possession or control;

(II) delete all confidential information held electronically in any medium in the Receiving Party's possession or control; and

(III) destroy any documents which were prepared in connection with the Purpose and based, wholly or in part, upon the Confidential Information disclosed by the Disclosing Party.


5. Use of Confidential Information

The Receiving Party agrees that all Confidential Information disclosed in connection with this Agreement shall only be used for the Purpose and for the sole benefit of the Disclosing Party.


6. Term and Termination

(a) This Agreement shall commence on the Effective Date and continue in force until such date as either party provides written notice to the other party to terminate the Agreement.

(b) Subject to the terms of this Agreement, including the "Survival of Obligations" clause, the obligations set out in this Agreement with regard to the Confidential Information shall survive and continue after termination.


7. Exceptions to Obligation not to Disclose Confidential Information

(a) The restrictions contained in this Agreement on the use and disclosure of Confidential Information do not apply to the extent that the:

(I) Confidential Information is disclosed to a person where the Receiving Party has received approval in writing from the Disclosing Party for Confidential Information to be disclosed to that person.

(II) Confidential Information is disclosed to an agent, professional adviser, consultant, employee or other person engaged by the Receiving Party, where the disclosure is necessary for the attainment of the Purpose, and provided that the person receiving that information is legally bound to keep the information confidential on terms as onerous as those contained in this Agreement;

(III) information becomes publicly known, other than by acts in breach of this Agreement attributable to the Receiving Party, and other than through any breach by any party (whether or not a party to this Agreement) of any other confidentiality obligations;

(IV) information was in that Party's possession prior to disclosure to it by the Disclosing Party and was held without any restriction on its disclosure;

(V) information subsequently becomes available to the Receiving Party from a third party source, where that source has rightfully and lawfully obtained such information and provides it without any restriction as to its use and disclosure;

(VI) disclosure is required by law or government regulation, provided that the Receiving Party notifies the Disclosing Party of that proposed disclosure and takes such reasonable steps as the Disclosing Party shall require to oppose or contest the necessity of such disclosure and/or to minimise the impact on the Disclosing Party of such disclosure.

(b) The party seeking to avail itself of an exception under this clause shall bear the burden of proof of establishing that any such disclosure falls within one of the exceptions contained herein.


8. Standard of Care

The Receiving Party under this Agreement must exercise the same standard of care in protecting the Confidential Information as it would use with its own Confidential Information (and in any event no less than reasonable care).


9. Notification of Unauthorised Disclosures

The Receiving Party must immediately notify the Disclosing Party upon discovering any unauthorised disclosure of Confidential Information, which shall include the loss of any such information.


10. Remedies

(a) The Receiving Party acknowledges and warrants that the Disclosing Party would suffer significant loss and damage in the event that Confidential Information was disclosed to any person not approved under this Agreement, or used for a purpose other than the Purpose, and that such loss or damage may not be adequately compensated with an award for damages.

(b) In addition to any other remedy available to the Disclosing Party, the Disclosing Party shall be entitled to injunctive relief to prevent a breach (or further breaches) of this Agreement.

(c) The Receiving Party must cooperate with the Disclosing Party to assist in the collection and retention of any Confidential Information after any unauthorised disclosure (whether deliberate or inadvertent) and to prevent any further unauthorised use or dissemination of Confidential Information.


11. Indemnity

Each Party to this Agreement ("the Indemnifying Party") agrees to indemnify the other Party ("the Other Party") against any costs, claims, losses, or demands (including legal costs and expenses on a full indemnity basis) that the Other Party suffers (directly or indirectly) as a result of a breach of this Agreement by the Indemnifying Party, or by any unauthorised disclosure or use of the Confidential Information by the Indemnifying Party, or by any person or organisation that received Confidential Information from the Indemnifying Party (whether directly or indirectly) including any agent, professional adviser, consultant, employee or other person engaged by the Other Party.


12. Representations and Warranties

(a) Authority: Each party represents and warrants to the other party that it has the power and authority to enter this Agreement and perform the obligations contained herein and that the execution of this Agreement is duly authorised.

(b) No Violation: The Disclosing Party represents and warrants that the disclosure of any Confidential Information will not be in violation of any rights of a third party, and that the Disclosing Party has the right to disclose the Confidential Information that it discloses to a Receiving Party under this Agreement.

(c) Accuracy and Completeness: Neither party makes any representation or warranty that the Confidential Information disclosed in connection with this Agreement is accurate or complete.


13. Headings

Headings are for convenience only and do not affect the interpretation of this Agreement. A reference to any part or clause is a reference to a part or clause in this Agreement.


14. Non-Waiver

Any right, remedy or power under this Agreement may be exercised at the discretion of the party to which the benefit of that right or power accrues. The failure to exercise or delay in exercising any right, remedy or power shall not constitute a waiver of that right, remedy or power. No waiver of any term or provision of this Agreement will constitute a waiver of any other term or provision or of the same provision on a future date. No partial exercise of any right, remedy or power shall prevent a further exercise of that right, remedy or power. Only an additional written agreement explicitly waiving a term or terms of this Agreement can constitute a waiver of any term or terms of this Agreement.

15. No Rights or Licence

Nothing in this Agreement, or in the disclosure of Confidential Information, shall be construed as granting any right or licence to the other party.


16. Amendments

No amendment to this document shall be valid unless in writing and validly executed by the parties.


17. Counterparts

This Agreement may be executed by way of signing any number of counterparts. All counterparts, once exchanged, will be taken to constitute one document.


18. No Assignment

This Agreement shall be binding upon the Parties' respective successors and lawful assigns, provided that a Party may only assign its rights or obligations under this Agreement with the written consent of the other party.


19. Severability

If any provision of this Agreement is declared illegal or otherwise invalid or unenforceable, that provision shall be severed to the extent of that illegality, invalidity or unenforceability, without affecting the remaining provisions of this Agreement.


20. Counterparts

This Agreement may be signed by the parties in any number of counterparts, each of which when executed and delivered shall be taken to be a duplicate original and all counterparts together shall be taken as constituting a single original document.


21. No Agency, Joint Venture or Partnership

Nothing in this Agreement shall be read as constituting or creating any agency, partnership, joint venture or similar relationship between the Parties.


22. Notices

All notices under this Agreement must be made in writing and sent to the other party by one of the following methods:


DISCLOSING PARTY:

By registered post at the following address:

________

By personal delivery


RECEIVING PARTY:

By registered post at the following address:

________

By personal delivery


23. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of New South Wales, including any courts that hear appeals from those courts.


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25. Entire Agreement

This Agreement constitutes the entire understanding between the parties relating to the subject matter of this document and shall replace all previous discussions, Agreements or understandings between the parties relating to the subject matter of this document.


EXECUTED AS AN AGREEMENT on the following date: ________________________



Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



____________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary



Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



____________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary

See your document in progress

Confidentiality Agreement



BETWEEN:

________

of the following address:

________

(the "Disclosing Party")


AND

________

of the following address:

________

(the "Receiving Party")



RECITALS:

A. The Disclosing Party is proposing to sell its interest in the Business.

B. The Receiving Party has expressed an interest in purchasing part or all of the Business.

C. The Receiving Party has requested Confidential Information from the Disclosing Party in relation to the Business and for the Purpose.

D. The Disclosing Party has agreed to provide the Receiving Party with the Confidential Information for the Purpose on the terms contained in this Agreement.


OPERATIVE PROVISIONS

In consideration of the Disclosing party disclosing Confidential Information to the Receiving Party at its request (which the Parties hereby acknowledge and agree is valuable consideration), it is agreed as follows:


1. Definition and Interpretation


(a) Definitions

Agreement means this Confidentiality Agreement.

Business means the following business:

________

Confidential Information means any and all material disclosed to the Receiving Party, whether directly, indirectly or as a result of the Receiving Party's observation, by the Disclosing Party or any of its employees, associated entities, subsidiaries or representatives.

Effective Date means the date upon which this Agreement is executed by both parties.

Purpose means allowing the Receiving Party to determine the suitability and desirability of an investment in the Business, or to negotiate the terms of any such investment.

(b) Interpretation

In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:

(I) words referring to one gender include every other gender;

(II) words referring to a singular number include the plural, and words referring to a plural include the singular;

(III) an expression importing a natural person includes an individual, a firm, a body corporate, an unincorporated association, an organisation and vice versa;

(IV) the meaning of terms is not limited by specific examples introduced by expressions "including" or "for example", or similar expressions;

(V) headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement;

(VI) each party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it;

(VII) any obligation on a party not to do something includes an obligation not to allow that thing to be done.


2. Value and Ownership of Confidential Information

The Receiving Party acknowledges that the Confidential Information to be provided under this Agreement is the property of the Disclosing Party and is unique and commercially valuable to that party. Nothing in this Agreement, or in the act of disclosing the Confidential Information, shall be construed as granting any rights in the Confidential Information to the Receiving Party.


3. No Obligation to Disclose or Enter Transaction

(a) Nothing in this Agreement shall obligate either party to disclose any Confidential Information and such disclosure shall be entirely at the option of the Disclosing Party.

(b) Nothing in this Agreement shall obligate the Parties to enter into any transaction or relationship in connection with this Agreement.

4. Obligations

(a) Subject to any exceptions set out in this Agreement, the Receiving Party must keep the Confidential Information confidential.

(b) The Receiving Party must not disclose the Confidential Information to any third parties except as is permitted under the terms of this Agreement.

(c) The Receiving Party must only allow an agent, professional adviser, consultant, employee or other affiliated person or organisation to have access to Confidential Information if:

(I) such access is necessary for the attainment of the Purpose; and

(II) such access is limited to only that Confidential Information which must be disclosed in order to attain the Purpose; and

(III) such access is not granted to any more persons or organisations than is necessary in order to attain the Purpose; and

(IV) the Receiving Party first ensures that any person or organisation receiving access to Confidential Information from the Receiving Party is legally bound to keep the Confidential Information confidential on terms at least as onerous as those contained in this Agreement; and

(V) if required by the Disclosing Party, before the Receiving Party discloses Confidential Information to any other person or organisation in accordance with this clause, the Receiving Party procures from all of those persons or organisations which will receive Confidential Information, a signed confidentiality agreement on terms at least as onerous as those contained in this Agreement.

(d) The Receiving Party may not profit from the use of Confidential Information, except for profits attained in respect of the Purpose.

(e) The Receiving Party must not create copies of the Confidential Information (whether in physical or digital form, whether summaries, excerpts, reproductions or other information or documents derived in any way from the Confidential Information) unless the Disclosing Party has consented in writing.

(f) The Receiving Party must not use Confidential Information in any way which a reasonable person might consider could be harmful to the interests of the Disclosing Party.

(g) In the event that the Receiving Party proposes to disclose Confidential Information in accordance with a legal requirement or government regulation, or the Receiving Party anticipates that it is going to be required by law or government regulation to disclose Confidential Information, the Receiving Party must:

(I) advise the Disclosing Party as soon as possible about the proposed or anticipated disclosure; and

(II) take such reasonable steps as the Disclosing Party shall require to oppose or contest the necessity of such disclosure; and

(III) take such reasonable and legal steps as the Disclosing Party shall require in order to minimise the impact upon the Disclosing Party or the Disclosing Party's business of such disclosure.

(h) When requested by the Disclosing Party, the Receiving Party shall:

(I) deliver to the Disclosing Party any Confidential Information in the Receiving Party's possession or control;

(II) delete all confidential information held electronically in any medium in the Receiving Party's possession or control; and

(III) destroy any documents which were prepared in connection with the Purpose and based, wholly or in part, upon the Confidential Information disclosed by the Disclosing Party.


5. Use of Confidential Information

The Receiving Party agrees that all Confidential Information disclosed in connection with this Agreement shall only be used for the Purpose and for the sole benefit of the Disclosing Party.


6. Term and Termination

(a) This Agreement shall commence on the Effective Date and continue in force until such date as either party provides written notice to the other party to terminate the Agreement.

(b) Subject to the terms of this Agreement, including the "Survival of Obligations" clause, the obligations set out in this Agreement with regard to the Confidential Information shall survive and continue after termination.


7. Exceptions to Obligation not to Disclose Confidential Information

(a) The restrictions contained in this Agreement on the use and disclosure of Confidential Information do not apply to the extent that the:

(I) Confidential Information is disclosed to a person where the Receiving Party has received approval in writing from the Disclosing Party for Confidential Information to be disclosed to that person.

(II) Confidential Information is disclosed to an agent, professional adviser, consultant, employee or other person engaged by the Receiving Party, where the disclosure is necessary for the attainment of the Purpose, and provided that the person receiving that information is legally bound to keep the information confidential on terms as onerous as those contained in this Agreement;

(III) information becomes publicly known, other than by acts in breach of this Agreement attributable to the Receiving Party, and other than through any breach by any party (whether or not a party to this Agreement) of any other confidentiality obligations;

(IV) information was in that Party's possession prior to disclosure to it by the Disclosing Party and was held without any restriction on its disclosure;

(V) information subsequently becomes available to the Receiving Party from a third party source, where that source has rightfully and lawfully obtained such information and provides it without any restriction as to its use and disclosure;

(VI) disclosure is required by law or government regulation, provided that the Receiving Party notifies the Disclosing Party of that proposed disclosure and takes such reasonable steps as the Disclosing Party shall require to oppose or contest the necessity of such disclosure and/or to minimise the impact on the Disclosing Party of such disclosure.

(b) The party seeking to avail itself of an exception under this clause shall bear the burden of proof of establishing that any such disclosure falls within one of the exceptions contained herein.


8. Standard of Care

The Receiving Party under this Agreement must exercise the same standard of care in protecting the Confidential Information as it would use with its own Confidential Information (and in any event no less than reasonable care).


9. Notification of Unauthorised Disclosures

The Receiving Party must immediately notify the Disclosing Party upon discovering any unauthorised disclosure of Confidential Information, which shall include the loss of any such information.


10. Remedies

(a) The Receiving Party acknowledges and warrants that the Disclosing Party would suffer significant loss and damage in the event that Confidential Information was disclosed to any person not approved under this Agreement, or used for a purpose other than the Purpose, and that such loss or damage may not be adequately compensated with an award for damages.

(b) In addition to any other remedy available to the Disclosing Party, the Disclosing Party shall be entitled to injunctive relief to prevent a breach (or further breaches) of this Agreement.

(c) The Receiving Party must cooperate with the Disclosing Party to assist in the collection and retention of any Confidential Information after any unauthorised disclosure (whether deliberate or inadvertent) and to prevent any further unauthorised use or dissemination of Confidential Information.


11. Indemnity

Each Party to this Agreement ("the Indemnifying Party") agrees to indemnify the other Party ("the Other Party") against any costs, claims, losses, or demands (including legal costs and expenses on a full indemnity basis) that the Other Party suffers (directly or indirectly) as a result of a breach of this Agreement by the Indemnifying Party, or by any unauthorised disclosure or use of the Confidential Information by the Indemnifying Party, or by any person or organisation that received Confidential Information from the Indemnifying Party (whether directly or indirectly) including any agent, professional adviser, consultant, employee or other person engaged by the Other Party.


12. Representations and Warranties

(a) Authority: Each party represents and warrants to the other party that it has the power and authority to enter this Agreement and perform the obligations contained herein and that the execution of this Agreement is duly authorised.

(b) No Violation: The Disclosing Party represents and warrants that the disclosure of any Confidential Information will not be in violation of any rights of a third party, and that the Disclosing Party has the right to disclose the Confidential Information that it discloses to a Receiving Party under this Agreement.

(c) Accuracy and Completeness: Neither party makes any representation or warranty that the Confidential Information disclosed in connection with this Agreement is accurate or complete.


13. Headings

Headings are for convenience only and do not affect the interpretation of this Agreement. A reference to any part or clause is a reference to a part or clause in this Agreement.


14. Non-Waiver

Any right, remedy or power under this Agreement may be exercised at the discretion of the party to which the benefit of that right or power accrues. The failure to exercise or delay in exercising any right, remedy or power shall not constitute a waiver of that right, remedy or power. No waiver of any term or provision of this Agreement will constitute a waiver of any other term or provision or of the same provision on a future date. No partial exercise of any right, remedy or power shall prevent a further exercise of that right, remedy or power. Only an additional written agreement explicitly waiving a term or terms of this Agreement can constitute a waiver of any term or terms of this Agreement.

15. No Rights or Licence

Nothing in this Agreement, or in the disclosure of Confidential Information, shall be construed as granting any right or licence to the other party.


16. Amendments

No amendment to this document shall be valid unless in writing and validly executed by the parties.


17. Counterparts

This Agreement may be executed by way of signing any number of counterparts. All counterparts, once exchanged, will be taken to constitute one document.


18. No Assignment

This Agreement shall be binding upon the Parties' respective successors and lawful assigns, provided that a Party may only assign its rights or obligations under this Agreement with the written consent of the other party.


19. Severability

If any provision of this Agreement is declared illegal or otherwise invalid or unenforceable, that provision shall be severed to the extent of that illegality, invalidity or unenforceability, without affecting the remaining provisions of this Agreement.


20. Counterparts

This Agreement may be signed by the parties in any number of counterparts, each of which when executed and delivered shall be taken to be a duplicate original and all counterparts together shall be taken as constituting a single original document.


21. No Agency, Joint Venture or Partnership

Nothing in this Agreement shall be read as constituting or creating any agency, partnership, joint venture or similar relationship between the Parties.


22. Notices

All notices under this Agreement must be made in writing and sent to the other party by one of the following methods:


DISCLOSING PARTY:

By registered post at the following address:

________

By personal delivery


RECEIVING PARTY:

By registered post at the following address:

________

By personal delivery


23. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of New South Wales. The parties shall submit to the non-exclusive jurisdiction of the courts of New South Wales, including any courts that hear appeals from those courts.


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25. Entire Agreement

This Agreement constitutes the entire understanding between the parties relating to the subject matter of this document and shall replace all previous discussions, Agreements or understandings between the parties relating to the subject matter of this document.


EXECUTED AS AN AGREEMENT on the following date: ________________________



Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



____________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary



Executed by ________ in accordance with s127 of the Corporations Act 2001 (Cth) by:



____________________________________

Signature of sole director/company secretary



____________________________________

Name of sole director/company secretary