Investor Registration & Confidentiality Agreement

Before Divest Merge Acquire can provide additional information we require approval from our clients to release on a case-by-case basis. Please provide as much detail as possible to ensure our clients have sufficient information to make an informed decision, and to avoid unnecessary delays in providing you with additional information.

The information will be kept confidential to Supertrac Pty Ltd T/A Divest Merge Acquire and associated entities, and the Vendor.
Refer Supertrac Pty Ltd's Privacy Policy for more information.

1. For the purposes of this document "Confidential Information" means all information provided or to be provided to the Prospective Investor (whether electronically, visually, verbally, in writing or by other means and whether or not marked as confidential) in connection with the above business and the Proposed Transaction between the date of this document and the date of formal agreement or termination of discussions.
2. The Prospective Investor will treat all Confidential Information as confidential except to the extent: (a) it was known to the Prospective Investor at or before the time of disclosure; (b) it is in, or comes into, the public domain, for reasons other than a breach by the Prospective Investor of this document; or (c) it became available to the Prospective Investor from a third party who is in possession of it lawfully and entitled to disclose it.
3. The Prospective Investor will not disclose any Confidential Information to any person except: (a) a professional advisor (including legal and financial advisors) retained by the Prospective Investor or by the Related Bodies Corporate (as defined in the Corporations Act 2001 (Cth)) of the Prospective Investor in connection with the Proposed Transaction; (b) a Related Body Corporate of the Prospective Investor; or (c) an employee, officer, agent or contractor of the Prospective Investor or its Related Bodies Corporate, (each a Representative) in each case who has undertaken a similar duty of confidence in relation to the Confidential Information.
4. The Prospective Investor acknowledges that all Confidential Information provided to it is provided solely in connection with the business and the Proposed Transaction. The Prospective Investor will not use, or permit any use of any part of the Confidential Information except to the extent necessary to evaluate the business and Proposed Transaction and, if applicable to negotiate the terms of the Proposed Transaction and any associated documents.
5. The Prospective Investor will ensure that all written material disclosed to it remains the Vendor’s and Supertrac Pty Ltd's exclusive property and, when not in use, is securely stored. On termination of negotiations or on demand, the Prospective Investor will return or destroy all originals and/or copies of the Confidential Information (whether print or electronic) except that, the Prospective Investor and its Representatives shall be entitled to retain (a) Confidential Information to the extent that it is required to be retained by law by the Prospective Investor or its Representatives; (b) Confidential Information stored on a back-up server for bona fide back-up, security and data recovery purposes, which is not readily accessible by the Prospective Investor or its Representatives; or (c) Confidential Information that is required to be retained by any professional advisor of the Prospective Investor or its Related Bodies Corporate to the extent required by the rules of any applicable professional standards or ethical requirements applicable to that professional advisor, as is necessary to support any advice given to the Prospective Investor in connection with the Proposed Transaction.
6. Nothing in this document will prohibit the Prospective Investor or any of its Representatives from disclosing to any person any Confidential Information which is required to be disclosed by law or regulation or the requirements of any governmental or regulatory authority or the rules of a recognised stock exchange. However, the Prospective Investor will notify Supertrac Pty Ltd as soon as it becomes aware of any such requirement.
7. The Prospective Investor will not disclose to any third party (except the Prospective Investor’s Representatives including professional advisors assigned to work on the Proposed Transaction or, if required, the appropriate governmental instrumentalities), the fact that negotiations on the business are being held before a mutually agreed date.
8. The Prospective Investor must ensure that it and its Representatives, employees and agents do not, other than with the prior written consent of the Vendor, contact any client, customer, supplier, landlord, financier or contractor of the Vendor or its related entities in connection with the Proposed Transaction.
9. The Prospective Investor must ensure that it and its Representatives, employees and agents do not, other than with the prior written consent of the Vendor, contact any officer or employee of the Vendor or its related entities to discuss: (a) the Confidential Information; (b) the operation, affairs, business or strategic plans of the Vendor or its related entities; or (c) the Proposed Transaction.
10. The Prospective Investor must ensure that it and its Representatives, do not, without the prior written consent of the Vendor: (a) enter into or participate in any negotiation or discussions or enter into any relevant agreement with any other person in relation to, or which may reasonably be expected to lead to the creation of, a consortium or joint venture with respect to the possible acquisition; or (b) directly or indirectly approach any officer, employee or contractor of a Vendor or its related entities for the purpose of recruiting that person for employment by the Prospective Investor or a related entity.
11. The Prospective Investor will immediately inform Supertrac Pty Ltd upon becoming aware of any actual or reasonably imminent use or disclosure of Confidential Information in breach of the terms of this Confidentiality Agreement.
12. The Prospective Investor acknowledges and agrees that it must make its own assessment of the Confidential Information and obtain satisfaction as to the accuracy, content, legality and completeness of that information, and will rely solely on its own investigations and analysis in connection with the Proposed Transaction.
13. The Prospective Investor acknowledges that these obligations will survive for a period of 2 years from the date of this document after which, this agreement will terminate. Upon termination of this agreement, each party is released from its obligations under this agreement except that each party retains the rights it has against the other in respect of any breach of this agreement before termination.