CONFIDENTIALITY AGREEMENT

Interpretation
In this Confidentiality Agreement, unless the context otherwise requires:

(a) "Recipient" means the party referred to in this Confidentiality Agreement and includes all parties described in any Items Schedule, Contract of Sale, Heads of Agreement, Purchase Agreement, Deed, or any agreement that results in the Recipient, or their heirs, executors, administrators, successors, or assigns, either directly or indirectly, having any consideration or interest in the Business and/or Property ("Agreement"). If the Recipient uses a new or related legal entity, changes its identity or name, or if a Controller, Liquidator, Administrator, Trustee, or Executor is appointed, the term "Recipient" shall extend to include such entity or representative, as the case may be.

(b) "Business" means the business referred to in this Confidentiality Agreement and/or described in any Agreement.

(c) "Property" means the property referred to in this Confidentiality Agreement and/or described in any Agreement.

(d) "Seller" means the party described in any Agreement with the Recipient and includes their heirs, executors, administrators, successors, and assigns. Should the Seller use a new or related legal entity, change identity or name, or have a Controller, Liquidator, Administrator, Trustee, or Executor appointed, the term "Seller" shall extend accordingly.

(e) "Agent" means Q1 Brokers.

(f) Words denoting the singular include the plural and vice versa; words denoting individuals or persons include corporations and vice versa; and references to one gender include all genders. References to documents or agreements also refer to those as amended, novated, or replaced.

(g) Grammatical variations of defined words or phrases have corresponding meanings.

(h) References to the Recipient shall bind their heirs, executors, administrators, successors, and assigns.

(i) Obligations under this Confidentiality Agreement that affect more than one party bind them jointly and severally.

Agreement
In consideration of the Agent agreeing to provide me/us (the "Recipient") with information relating to any Business and/or Property presented by the Agent, I/we hereby agree and undertake as follows:

I/we will maintain in strict confidence all information, statements, opinions, forecasts, and other matters of whatsoever nature, whether written or oral (“Confidential Information”), except where such information is or becomes publicly available through no fault of my/our own.

I/we will not disclose any Confidential Information to any employee or third party unless they are required to have such knowledge strictly for the purpose of evaluating the Business and/or Property.

Should disclosure to an employee or third party be necessary, I/we undertake to ensure that, prior to any disclosure, such parties agree in writing to be bound by the terms of this Confidentiality Agreement. A copy of such written acknowledgment will be provided to the Agent before any disclosure occurs.

Should I/we decide not to proceed with the purchase or investment in the Business and/or Property, I/we will immediately return to the Agent all Confidential Information, including any copies or notes derived therefrom, and permanently delete all electronic records. I/we will also continue to maintain the confidentiality of such information and refrain from using it for any purpose.

I/we will not, directly or indirectly, engage with or show interest in the Business and/or Property without the Agent’s involvement.

I/we agree to indemnify and hold harmless the Agent from any actions, proceedings, costs, claims, demands, or liabilities arising from any breach of the undertakings contained herein.

The obligations, covenants, and undertakings contained in this Confidentiality Agreement shall remain in force indefinitely, without limitation of time.

I/we acknowledge that the Agent does not adopt or endorse any information provided by the Seller and that such information should be independently verified by me/us.

I/we agree that this Confidentiality Agreement, including any electronic version thereof, is legally binding and enforceable.

I/we acknowledge that the Agent is the introducing agent and that all communications and dealings with the Seller will be conducted exclusively through the Agent unless otherwise agreed in writing. I/we will not act or omit to act in any way that interferes with or circumvents the Agent’s entitlement to commission. Should I/we, or any related party, acquire an interest in the Business and/or Property, whether directly or indirectly, I/we agree and confirm that the Agent was the effective cause of the acquisition.