Investment Opportunity: Purpose-Built Childcare Facility in Clayton

It Is Agreed

1. In consideration of the Disclosing Party disclosing the Confidential Information to the Recipient, the Recipient for itself and its employees and agents covenants to keep the Confidential Information strictly confidential and not to disclose it in part or in whole to any other persons other than its professional advisers or as required by law without first obtaining the written consent of the Disclosing Party. Where disclosure is made the Recipient will make that person aware of the terms of this Agreement.

2. Upon the request of the Disclosing Party, the Recipient will immediately cease using the Confidential Information in its possession or under its control and at its election either promptly return all Confidential Information to the Disclosing Party or destroy and delete all tangible materials that contain Confidential Information.

3. Recipient acknowledges that the Confidential Information constitutes valuable property of the Disclosing Party, breach of which would result in irreparable harm to the Disclosing Party. Recipient agrees that upon any such breach or threatened breach of this Deed, the Disclosing Party shall be entitled, in addition to any other remedies it may have at law or in equity, to obtain injunctive, prohibitory or other urgent relief against Recipient.

4. The Recipient acknowledges that these covenants shall ensure for the benefit of the Disclosing Party and will be continuing for the period of 24 months despite the return by the Recipient of the Confidential Information to the Disclosing Party.

5. This Agreement shall be governed by and construed in accordance with Victorian Law, and the Victorian courts are to have jurisdiction to settle any claim or matter arising under this Agreement and the Recipient submits to the jurisdiction of the Victorian courts.

6. The Purchaser hereby acknowledges that should he/she be involved in any way in eventually purchasing the above business privately or through any other agent of any later date within a 12-month period from the date of this Deed which results in Mercury Business Sales and Valuation not being paid a commission, The purchaser shall be responsible for the loss and agrees to pay Mercury Business Sales and Valuation the amount of commission lost immediately upon receiving a written demand.

7. Mercury Business Sales and Valuation (including its directors, agent, agent representative or employees) does not make any claim or accept any liability to any person or entity arising howsoever out of the information contained in this document (including, without limitation, any figures and details, or any attachments or annexures). Mercury Business Sales and Valuation does not warrant or represent the said information to be true or correct. The reader or recipient of this document acknowledges that it has not relied on any representation or statement made in this document, and that the information in this document is provided on the basis that the reader or recipient undertakes responsibility for assessing the relevance and accuracy of the said information.

8. This Deed shall be governed by the laws of Victoria. The parties hereby submit to the non-exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia.

9. This Deed contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.