Ref #1189 - Medical Centre Pharmacy - Outer Geelong towards Melbourne

I (the “Recipient”) hereby express my interest in being provided with information about the pharmacy to which the above reference number/s relate, which pharmacy is advertised for sale.

I acknowledge that before Jamsha Enterprises Pty Ltd ABN 72 604 278 346 t/as Wisharts Pharmacy Brokers can provide me with such information, WPB requires that I agree to the terms and conditions set out below concerning the confidentiality obligations associated with such information.

Accordingly, I:

1. agree that all confidential information provided to me by WPB is and shall remain strictly confidential, and that I will only use such confidential information for the purposes of assessing whether or not I intend to buy, or make an offer to buy, the pharmacy;

2.  undertake to hold the confidential information in strict confidence and not disclose it to any person except:
   

   1. my accountant and/or solicitor for the purpose of financial and/or legal advice (as applicable), without the prior written consent of WPB; or

   2. as required at law; or

   3. in accordance with this deed; or
   4. with WPB’s prior written consent;
3. agree not to disclose any confidential information to any third party such as my partners, landlords or financiers except in accordance with paragraph b above;
4. will not and will not allow or cause the confidential information to be reproduced in any manner;
5. agree that all confidential information and intellectual property rights in the confidential information are and must remain the exclusive property of WPB or the vendor, as applicable;
6. will not contact, or attempt to contact, or direct any person to contact the vendor or the vendor’s representatives in relation to the sale or potential sale of the pharmacy by any means whatsoever, for so long as the pharmacy is for sale;
7. agree that any inspection of the pharmacy is to be arranged by appointment with WPB, and is subject at all times to the vendor’s prior consent;
8. acknowledge that I have not engaged WPB (including officers and employees of WPB) to provide any investment, financial or any other professional advice and I acknowledge that WPB do not make any representations or warranties, either express or implied, that any confidential information I receive from WPB is accurate, complete or reliable;
9. agree that, upon request by WPB, I will immediately cease to use all confidential information and will return to WPB all confidential information provided by WPB or the vendor, as applicable, (including any Information Memorandum) and if any such confidential information is stored electronically (on a computer or otherwise), I will permanently delete such confidential information so that it cannot be recovered by any person, and I will notify WPB in writing that I have done so;
10. agree to notify WPB immediately if I am contacted by another selling agent or broker in relation to the pharmacy at any point in time while the pharmacy is for sale;
11. agree to notify WPB immediately if I become aware of a breach of this deed or unauthorised use of the confidential information;
12. accept that this deed may only be varied with WPB’s prior written consent;
13. accept that the provisions of this deed will be deemed to be severable;
14. accept that this deed is governed by the laws of Victoria; and
15. consent to having my personal information stored electronically and used for direct marketing purposes only by WPB from to time.

In this deed:

1. “confidential information” means all information relating to the pharmacy and the vendor including, without limitation, the Information Memorandum WPB may provide to the Recipient, the methods by which the pharmacy is conducted, customer lists and database, financial statements, know-how, techniques, trade secrets, product formulations, business plans, any computer software developed by the vendor, special systems and procedures and other information provided by to the Recipient in relation to the pharmacy which the recipient will have or has access to, or which is provided by WPB, including without limitation summaries and copies of and extracts from any confidential information whether in documentary, visual, machine readable or other forms, before or after the date of this deed poll whether orally or in writing but does not include information that:
   
   
   1. is already in the public domain at the time of first disclosure by WPB; or
   2. information that becomes a part of the public domain after the time of first disclosure by WPB without disclosure in breach of this deed or any other obligation of confidence of any other person;
2. “intellectual property” means confidential information, copyright, inventions, patents, trademarks, designs, business names and domain names, business and company logos, secret processes, formulae, recipes, computer systems software, information databases, client lists and information databases, distribution agreements and similar industrial and commercial property whether or not registered or registrable (and includes any right to apply for the registration of those rights and also includes all renewals and extensions of them) and whether or not protected by legislation;
3. “the pharmacy” means the pharmacy to which the reference number appearing at the top of this page relates;
4. “the vendor” means the party selling the pharmacy;
5. “WPB” means Jamsha Enterprises Pty Ltd ABN 72 604 278 346  t/as Wisharts Pharmacy Brokers in its own capacity and as agent for the relevant vendor of the pharmacy; and
6. “I” or “Recipient” or “me” means the person or company whose name appears at the top of this page.

Executed by me as a deed poll in favour of WPB and delivered on the date below.  By entering my name in the signature box and submitting my Confidentiality Deed electronically, I agree to be bound by the terms within the Confidentiality Deed I are submitting.