Terms of Confidentiality

Terms of Confidentiality

Provider of Confidential Information:

M HEIDARI & M SHAYGAN ABN 54 657 255 943 t/as BizVision
in its capacity as agent of its named or unnamed principal
Level 2, 608 Harris Street, Ultimo 2007
Mobile (+61) 404 851 881 Email: info@bizvision.com.au
(herein referred to as “Discloser”)

Recipient of Confidential Information must adhere to the terms below:
WHEREAS, Discloser has acquired and developed a substantial amount of valuable Confidential

WHEREAS, Recipient desires to receive said Confidential Information for the purpose stated below.
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein the
parties hereto agree as follows:

1. For the purpose of this Agreement Confidential Information shall mean any information and
data of a confidential nature, including but not limited to proprietary, technical, developmental, marketing, sales, media containing or disclosing such information and techniques, which are disclosed pursuant to this Agreement.

2. Discloser agrees to make known to Recipient, and Recipient agrees to receive Confidential
Information for the sole purpose of evaluating same to determine Recipient's interest in mutually attractive business arrangement.

3. Recipient agrees not to communicate in any form, with Suppliers, Customers, or Staff of the Discloser without written permission from the Discloser.

4. All Confidential Information delivered pursuant to this Agreement:
a. Shall, if in written form, be marked "Confidential"
b. Shall not be distributed, disclosed, or disseminated in any way or form by Recipient
to anyone except its own employees, who have a reasonable need to know said Confidential Information;
c. Shall be treated by Recipient with the same degree of care to avoid disclosure to any
third party as is used with respect to Recipient's own information of like importance which is to be kept secret. Recipient shall be liable for disclosure of Confidential Information of the Discloser only if such care is not used. The burden shall be upon Recipient to show that such care was used;
d. Shall not be used by Recipient for its own purposes, except as otherwise expressly stated herein, without the express prior written permission of Discloser; and
e. Shall remain the property of and be returned to Discloser (along with all copies thereof) within thirty (30) days of receipt by Recipient of a written request from Discloser setting forth the Confidential Information to be returned.

5. Notwithstanding the provisions of Clause 4. Herein, the Discloser hereby agrees that the Recipient may disclose the Confidential Information to its professional advisers for the purpose of obtaining advice relevant to any business arrangement.

6. The obligations of Clause 4 shall not apply however to any information which:
a. Is already in the public domain or becomes available to the public through no breach of this Agreement by Recipient;
b. Was in Recipient's possession prior to receipt from Discloser as proven by its written records;
c. Is received by Recipient independently from a third party free to disclose such information to the Recipient; or
d. Is subsequently independently developed by Recipient as proven by its written

7. Confidential Information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or become known to the public.

8. Recipient shall have no obligation to enter into any further agreement with Discloser except as Recipient, in its sole judgment may deem advisable. It is understood that no patent, disclosure of the Confidential Information and materials, which may accompany the disclosure, shall not result in any obligation to grant Recipient rights therein.

9. This Agreement shall be effective as of the date of the last signature as written below. This Agreement shall automatically terminate one (1) year from its effective date. The rights and obligations accruing prior to termination as set forth herein, shall, however, survive the termination as specified in this Agreement.

10. The provisions of this Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by either party without the prior written consent of the other. This Agreement is made subject to and shall be construed under the laws of the State of New South Wales.

Recipient will use the Confidential Information only for the purpose of analysing such information so as to make an informed decision as to a proposed purchase of part of the assets of a business, the whole business or the sale of shares in the business/es referred to above or any new businesses introduced to you in future.