Fossickers Fine Food & Eatery – Iconic Heritage Café, Wine Bar & Provedore, Talbot

This Non-Disclosure Agreement (the "Agreement") is made and entered into on this day between Bendigo Business Sales and the person nominated on the web form.

1. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which Bendigo Business Sales will disclose certain confidential information to the Recipient for the purpose of evaluating a potential business transaction (the "Purpose").

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by Bendigo Business Sales to the Recipient, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, financial data, customer information, marketing strategies, and any other proprietary information.

3. Obligations of the Recipient

The Recipient agrees to the following obligations:

1. Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of Bendigo Business Sales.
2. to use the Confidential Information solely for the purpose of discussing and considering the opportunity offered by the Client.
3. not to use or allow the Confidential Information to be used to gain a business or other advantage to the Company, the Recipient or other party not to allow the use of the Confidential information to arm or disadvantage the Client.
4. to discuss the Confidential information only with, or disclose the Confidential information only to, those employees or to those professional advisors who must have agreed to be bound by this Confidentiality Agreement and who undertake to maintain strict security over the Confidential Information.
5. to keep the Confidential Information and all copies, notes and other records of the Confidential Information under its control.
6. to return all Confidential Information and all copies, notes and other records of the Confidential Information to Bendigo Business Sales immediately on being requested to do so by Bendigo Business Sales.
7. not to discuss the Company’s or the Recipient’s interest in the business either indirectly or directly to with the vendor’s landlords, suppliers, customers, employees or with any other party: and
8. not to disclose to any party the Confidential Information or that any discussions are being or have been held in respect of the Confidential Information or in respect of the Client or in respect of the opportunity offered by the Client.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

1. Is or becomes publicly available without breach of this Agreement by the Recipient;
2. Is rightfully received from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
3. Is independently developed by the Recipient without use of or reference to the Confidential Information; or
4. Is required to be disclosed by law or court order, provided that the Recipient promptly notifies Bendigo Business Sales of such requirement and cooperates with Bendigo Business Sales in seeking a protective order or other appropriate remedy.

5. Term

This Agreement shall commence on the date first written above and continue in effect until terminated by either party with thirty (30) days written notice. Notwithstanding the termination of this Agreement, the Recipient’s obligations with respect to Confidential Information disclosed during the term of this Agreement shall survive for a period of three (3) years from the date of disclosure.

6. No License

Nothing in this Agreement shall be construed as granting any rights to the Recipient, by license or otherwise, to any Confidential Information or any patents, trademarks, or copyrights of Bendigo Business Sales.

7. No Obligation

Bendigo Business Sales does not make any representation or warranty as to the accuracy or completeness of the Confidential Information. The Recipient agrees that Bendigo Business Sales shall have no liability resulting from the use of the Confidential Information by the Recipient.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of law principles.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding such subject matter. This Agreement may only be amended or modified by a written agreement signed by both parties.

10. Counterparts

By submitting your details in this web form you agreeto be a counterparty to this non-disclosure agreement. By submitting this form Bendigo Business Sales are the accepted counterparty to this agreement. Please review this draft carefully and make any adjustments necessary to fit the specific needs and legal requirements of Bendigo Business Sales. Consulting with a legal professional is also advisable to ensure compliance with Australian laws and regulations.

11. Restrictions on Use of Artificial Intelligence Tools

a) The Recipient must not, and must ensure its Representatives do not, input, upload, submit, or otherwise disclose or use any Confidential Information, including any Information Memorandum, financial statements, or other materials provided during this transaction, in any artificial intelligence tool, machine learning system, or similar technology, unless the tool's applicable terms confirm the Confidential Information will not be used to train or improve the underlying model, and will not be retained beyond what is reasonably necessary to generate the requested output. For the avoidance of doubt, this excludes most free or consumer versions of publicly available artificial intelligence platforms, which commonly use inputs for model training by default.

b) The Recipient warrants that it has made reasonable enquiry into a tool's applicable terms before relying on paragraph a), and remains responsible for any breach of this clause by its Representatives. The Recipient acknowledges that a breach of this clause may cause immediate and irreparable harm to the Discloser, as Confidential Information disclosed to an artificial intelligence tool cannot reliably be recovered or deleted, entitling the Discloser to seek injunctive relief in addition to any other remedy available under this Agreement.