- THE COMPANY may provide to THE INVESTOR certain information of a confidential nature to enable THE INVESTOR to determine whether to make an investment and, if it does so determine, to negotiate the terms on which the investment is to proceed.
- THE COMPANY is providing that information on the basis that THE INVESTOR will maintain its confidentiality.
- THE INVESTOR acknowledges that all written and oral information furnished to it by THE COMPANY and its officers, employees, advisers or agents in connection with making an investment evaluation is valuable and confidential.
- THE INVESTOR may not use the information except to enable it to determine whether to make the investment and, if it does so determine, to negotiate the terms on which any investment will proceed.
- Subject to Clause 5, THE INVESTOR agrees that:-
- except as permitted under Clause 2 or this clause, it will not disclose any information without prior written consent of THE COMPANY which shall not be unreasonably withheld;
- it will only disclose the information on a “need to know” basis to its directors, officers, employees, consultants, financiers, business advisory council members and advisers; and
- it will use its reasonable endeavours to ensure that its directors, officers, employees, consultants, financiers, business advisory council and advisers to whom the information is disclosed comply with the obligations imposed by Clause 2 and this clause.
- If the investment does not proceed, THE INVESTOR will, within 7 days of receipt of a written demand from THE COMPANY, destroy or return to THE COMPANY all information supplied by THE COMPANY which is in a physical form and which is in the possession, custody or control of THE INVESTOR.
- The obligations of THE INVESTOR under this Agreement do not apply to any information which:-
- THE INVESTOR is required by law or by the listing rules of Australian Stock Exchange Limited to disclose; or
- is in or enters the public domain otherwise than by breach of this Agreement; or
- is already known to THE INVESTOR; or
- is acquired by THE INVESTOR from a person who was not under an obligation of confidentiality relating to this information; or
- is required to be kept on file for the purposes of auditing and investment committee records of THE INVESTOR.
- THE INVESTOR acknowledges that the value of the confidential information to THE COMPANY may be unique and therefore impractical or difficult to assess in monetary terms. Accordingly if an actual or threatened violation of this agreement occurs, THE INVESTOR will act reasonably to consent to the enforcement of this Agreement by injunctive relief or specific performance without proof of damage.
- The terms of this agreement shall be governed and constructed in accordance with the laws in the state of Queensland in Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.
- This agreement shall expire 36 months from the date of execution.