1. Confidential Information
1.1. The Recipient acknowledges that listings marketed by Childcare Concepts Sales and Advisory (Childcare Concepts) may be publicly advertised or discreetly promoted, and the Recipient must keep confidential all information provided to the Recipient in connection with any listing or proposed sale (Confidential Information).
1.2. Confidential Information includes all information provided by Childcare Concepts or on behalf of the vendor, in any form (including written, oral, electronic or visual), including financial information, forecasts, occupancy and enrolment information, staffing information, fees, policies, operational information, lease and premises information, and the fact that discussions or negotiations are
taking place.
2. Source of Information and Independent Assessment
2.1. The Recipient acknowledges that information provided to the Recipient is supplied by Childcare Concepts’ client (the vendor) and/or other third parties on behalf of the vendor.
2.2. Any forecasts, statements and other information are provided by or on behalf of the vendor, are not guaranteed, and the Recipient must obtain its own independent legal, accounting, financial, technical and other professional advice.
2.3. The Recipient acknowledges that it is responsible for undertaking its own due diligence and obtaining any independent valuation or professional advice it considers necessary.
2.4. This document does not constitute an offer to the public.
2.5. This document, and any updates or supplements to it, do not constitute a recommendation (express or implied) to acquire the subject business.
2.6. The vendor’s accountant may be made available to confirm financial information at the appropriate stage of due diligence, as determined by the vendor and/or Childcare Concepts.
2.7. The Recipient is responsible for making its own independent assessment of all information provided and must not rely solely on that information in deciding whether to proceed with any proposed transaction.
3. Permitted Use and Disclosure
3.1. The Recipient must use the Confidential Information solely for the purpose of evaluating a potential acquisition of the relevant childcare centre business and for no other purpose.
3.2. The Recipient must not reproduce, copy, disclose, transmit or discuss any Confidential
Information (in whole or in part), except to the Recipient’s legal, accounting, finance, technical or other professional advisers for the sole purpose of evaluating a potential acquisition of the relevant business, and only on the basis that those advisers keep the information confidential.
3.3. The Recipient must not use the Confidential Information for its own commercial benefit (other than evaluating the proposed acquisition), to compete with the relevant business, or to benefit any other person.
3.4. The Recipient must keep the Confidential Information secure and take reasonable steps to prevent unauthorised access, use or disclosure.
4. Non-Circumvention, Contact and Inspection Restrictions
4.1. Any inspection of the relevant business or premises is strictly by appointment and only as arranged or approved by Childcare Concepts.
4.2. The Recipient must not contact or communicate directly (including in person, by phone, email, social media or otherwise) with the vendor, owners, staff, families/parents, landlord, suppliers or any other person connected with the relevant business without the prior written consent of Childcare Concepts.
4.3. The Recipient must not approach the vendor directly, or seek to negotiate, discuss or pursue any transaction relating to the relevant business other than through Childcare Concepts, unless
Childcare Concepts has given its prior written consent.
5. Return or Destruction of Information
5.1. If the Recipient decides not to proceed with a potential acquisition, or if Childcare Concepts requests, the Recipient must promptly return or permanently destroy (and not retain copies of) the Confidential Information provided to the Recipient, except to the extent retention is required by law or by the document retention obligations of the Recipient’s professional advisers.
6. Purchaser Information and Privacy
6.1. The Recipient acknowledges that Childcare Concepts may collect, store, use and disclose information provided by the Recipient in connection with the Recipient’s enquiry and any potential sale process, including for assessment, sale administration and related marketing purposes, in accordance with applicable law.
7. General
7.1. The Recipient acknowledges that unauthorised use or disclosure of Confidential Information may cause loss to the vendor and/or Childcare Concepts, and that injunctive or other urgent equitable relief may be sought in addition to any other rights available at law.
7.2. The obligations in this agreement continue for 24 months after the date the Recipient signs this agreement (and, for personal information, for so long as required by applicable law).
7.3. This agreement is governed by the laws of New South Wales, and the Recipient submits to the non-exclusive jurisdiction of the courts of New South Wales.
