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CONFIDENTIALITY NON - DISCLOSURE DOCUMENT

Think Convenience is engaged in the business of establishing, operating and granting franchises to operate convenience stores under its trading names of “NightOwl”, “NightOwl Convenience” stores and/or “NightOwl Super”.

The Recipient is interested in purchasing a NightOwl franchise Business.

Think Convenience has agreed to disclose the Confidential Information and the Recipient has agreed to receive that Confidential Information subject to the terms and conditions of this Document.

In consideration of disclosing the Confidential Information to the Recipients, the Recipient agrees:-

• To use the Confidential Information solely to enable the Recipient to carry out the Purpose;
• To keep confidential all the Confidential Information.
• Must establish and maintain effective security measures to safeguard the Confidential Information from access or use not authorised in this Document;
• Must keep the Confidential Information under the Recipient’s control;
• Must maintain complete, accurate and up-to-date records of the Recipients’ use, copying and disclosure of the Confidential Information and immediately produce these records to Think Convenience on request;
• Must immediately notify Think Convenience of any suspected or actual unauthorised use, copying or disclosure of the Confidential Information.
• Must provide assistance reasonably requested by Think Convenience in relation to any proceedings it may take against any person for unauthorised use, copying or disclosure of the Confidential Information.
• Must not copy any of the Confidential Information without written consent by Think Convenience
• All copies of the Confidential Information made by the Recipients must be marked “Confidential”.
• The Recipient acknowledges that it is aware that any breach of this Document will result in Think Convenience suffering damage.
• In the event that a term of this Document is breached by the Recipient (or any agent, representative or advisor of the Recipient), the Recipient will be responsible for all losses, damage costs and fee’s (including legal fees on a full indemnity basis) in any way arising from the breach.
• The Recipient hereby indemnifies Think Convenience, its sales persons, agents and authorised personnel in respect of any and all claims made against Think Convenience by the Recipient or any other person or entity in any way resulting from the provision by Think Convenience of the Confidential Information to the Recipient.
• this Document does not transfer any interest in the property (including but not limited to, intellectual property rights); and ownership of any property rights (including but not limited to intellectual property rights) acquired or developed by the Recipients hereto in the course of carrying out the Purpose shall belong to Think Convenience.

Think Convenience has prepared the Confidential Information based on the Confidential Information and material supplied by the seller of the Business and has not made any attempt to independently verify the Confidential Information, and therefore, does not make any express or implied representation, nor gives any warranty as to the conclusions reached or details expressed in the Confidential Information. The Recipient shall independently verify all Information, material and/or representations contained in the Confidential Information.

The signatory to this Document hereby warrants and agrees that is the duly authorised to sign this Document and bind the Recipient and any other person to whom the Confidential Information is intended to be or is actually disclosed by the Recipient to the terms and conditions of this Document.

The Recipient hereby acknowledges warrants and agrees that the acceptance of any online or electronic version of this Document shall bind the Recipient to the terms and conditions of this Document and shall give rise to contractually binding obligations as if the Document were duly signed by the Recipient and a witness.