Confidentiality Deed & Disclaimer

Confidentiality Deed

THIS DEED is dated when acceptance is registered in the logs of this web site, and is made by the recipient who is the person who accepts and agrees to be bound by the terms of this Deed by clicking the button on this confidential web site http://toad-hall-tender.info (“the Recipient”)

RECITALS

TERMS OF THIS DEED

1. Definitions and interpretation
   1. In this Deed, unless the context otherwise requires:
      1. “Authorised Person” means the officers, employees, agents, consultants and advisers of the Recipient and any person or company associated with or related, in any way, to the Recipient and to which party disclosure of the Confidential Information is reasonably required to enable the Recipient to assess whether the Property should be acquired;
      2. “Confidential Information” means all Content and such other information that Acland Investments furnishes to the Recipient, whether orally or in writing, regarding the Property whether before or after execution of this Deed and whether directly or indirectly relating to the Property; and
      3. “Content” means the content of the confidential web site, the address of which is http://toad-hall-tender.info and any other documents provided to the Recipient in whatever form;
      4. “Acland Investments Pty Ltd” means Acland Investments Pty Ltd ACN 004 162 743 of 441-451 Elizabeth Street, Melbourne, Victoria 3000; and
      5. “Property” means the land and improvements known as 441-451 Elizabeth Street, Melbourne, Victoria 3000.
      6. In this Deed, headings are for convenience only and do not affect interpretation.
   2. Property in confidential information

      The Confidential Information is Acland Investments’ property.

2. Recipient’s obligations

   The Recipient shall:

   1. use the Confidential Information for the sole purpose of assisting it to investigate and study the feasibility of acquiring the Property;
   2. keep the Confidential Information confidential, secret and secure and protect it from unauthorised use, disclosure, access, damage or destruction;
   3. not use, provide or disclose the Confidential Information to any person except as expressly permitted in this Deed; and
   4. ensure that the Confidential Information (except for oral Confidential Information) is at all times in the Recipient’s possession or custody or under the Recipient’s control.
3. Disclosure by Recipient to Authorised Persons

   The Recipient shall only disclose the Confidential Information to Authorised Persons to whom it is necessary to disclose the Confidential Information and for whom the Recipient accepts full and unconditional responsibility whereby if an Authorised Person uses the Confidential Information in a manner that, if so used by the Recipient, would constitute a breach on the Recipient’s part of this Deed then, in such circumstances, the Recipient is deemed to be in breach of this Deed.

4. Return of information

   The Recipient shall immediately on request by Acland Investments return all or part of the originals of the Confidential Information and, at Acland Investments’ option, return all copies of the Confidential Information or certify by the Confidential Information has been destroyed.

5. Breach and injunction

   The Confidential Information is secret, confidential, of a special character and of particular value to Acland Investments and that, if the Recipient commits any breach of the terms of this Deed, Acland Investments may suffer damage which Acland Investments may seek to recover from the Recipient, that monetary damages may not be adequate compensation for the breach and Acland Investments may seek an injunction from a court of competent jurisdiction if the Recipient or any Authorised Persons fail to comply with this Deed.

6. No warranty
   1. Acland Investments does not make any representation or warranty as to the accuracy or completeness of the Confidential Information and will make the Recipient’s own investigations and analysis in assessing the Confidential Information.
   2. Acland Investments is not liable to the Recipient or the Recipient’s Authorised Persons for any loss or damage they suffer or incur as a result of using or relying on the Confidential Information.
7. Miscellaneous
   1. The Recipient acknowledges that the obligations imposed pursuant to this Deed survive its termination or the extinguishment of the Recipient’s opportunity to acquire the Property.
   2. A notice to or by a party to this Deed may be delivered personally to the addressee or left or sent by prepaid post to the addressee’s address first specified in this Deed.
   3. The laws of Victoria govern this Deed.
   4. Each person accepting this Deed warrants that they are duly authorised to bind the Recipient.

Disclaimer

Potential Purchasers please note:

The content on this web site (“the Content”) has been prepared by Gray & Johnson (Melbourne) Pty Ltd “Gray Johnson” in consultation with the Vendor (Acland Investments Pty Ltd).

Nothing on this web site constitutes an offer or contract of sale or any part of an offer or contract of sale. All Content is intended only as a guide and an aid to further investigation by prospective purchasers who must access the Content on the condition that they will make their own enquiries and obtain their own independent advice in order to verify the accuracy of the Content.

The Content has been derived, in part, from sources other than Gray Johnson and the Vendor and may be based on assumptions. In providing the Content, Gray Johnson and the Vendor do not warrant that such Content or assumptions are accurate and correct.

To the extent that the Content includes any statement as to a future matter, that statement is provided as an estimate and/or opinion based upon the information known to Gray Johnson and the Vendor at the date of distributing details of this web site. Gray Johnson and the Vendor do not warrant that such statements are or will be accurate or correct.

Gray Johnson and the Vendor provide the Content on the condition that, subject to any statutory limitation on its ability to do so, Gray Johnson and the Vendor disclaim liability under any cause of action including, but not limited to, negligence for any loss arising from reliance upon the Content.

This confidential web site is for the sole use of persons directly to whom it is provided by Gray Johnson and the Vendor and its web address or the Content are not to be resupplied to any other person without the prior written consent of Gray Johnson. Use by or reliance upon the Content by any other person is not authorised by Gray Johnson or the Vendor and, without limitation to the above disclaimers, Gray Johnson and the Vendor are not liable for any loss arising from such unauthorised use or reliance.

Gray Johnson and the Vendor confirm that the financial information relating to rent, outgoings and the like is provided without reference to the possible impact of GST, if any. Prospective purchasers must make their own assessment of the impact of GST on the financial information after obtaining expert professional advice.