Confidentiality Agreement


  1. In consideration of Fortune Properties & Business Sales Pty Ltd (“Broker”) and its Client (“Vendor”) providing information in relation to the business and affairs of the Vendor (“the Confidential Information”) to you (“the Recipient”), the Recipient acknowledges the confidentiality of the information and the potential damage to the Broker, the Vendor, or the Vendor’s business in the event there is a breach of confidentiality, and the Recipient undertakes:  
  1. To keep confidential the Confidential Information;
  2. To use the Confidential Information solely for the purpose of assessing and evaluating the opportunity to purchase the business from the Vendor, and for no other purpose;
  3. Not to use/allow the Confidential Information to be used to gain any advantage to the Recipient or other party;
  4. Not to allow the use of the Confidential Information to disadvantage the Vendor or the Vendor’s business;
  5. Not to disclose the Confidential Information other than to professional advisors, directors or employees of the Recipient who must have agreed to be bound by this Confidentiality Agreement, and who undertake to maintain strict security over the Confidential Information. Where the Recipient is acting on behalf of its client, the client also agrees to be bound by this Confidentiality Agreement;
  6. To immediately return all Confidential Information and related notes or copies thereof upon request by the Vendor or the Broker whether verbal or written; 
  7. Not to communicate the Recipient’s interest in the business either directly or indirectly with any customers, suppliers or employees of the Vendor’s business,
  8. Not to disclose to any party (other than those referred to in part (e) above) that discussions have been held in relation to the Vendor, the Vendor’s business or the opportunity to purchase the Vendor’s business.
  1. The Recipient agrees not to engage with the Vendor directly and acknowledges that all inspections, communications, negotiations and offers relating to the Vendor’s business must be made through the Broker.
  2. The Recipient acknowledges that this is a binding agreement and makes this undertaking in favour of the Broker and the Vendor.
  3. In the event the Recipient is in breach of any term of this agreement, the Recipient is hereby liable to the Broker and/or Vendor for any loss and/or damage arising either directly or indirectly from a breach of this agreement. The loss and/or damages includes but is not limited to all costs of the Broker in respect of the sale (if any), amounts commensurate with the amount the Broker would have received from the Vendor had the Purchaser not breached this agreement, and all legal costs associated with the breach, on an indemnity basis. The Recipient hereby acknowledges that they have read and agreed to this clause and that the loss and damages listed are reasonable.
  4. The Confidential Information is provided by the Broker on the instructions of the Vendor and has been prepared from information supplied by the Vendor, their Accountants, Solicitors, and other professional advisors. The Recipient hereby acknowledges that this information is provided to the Recipient on the basis that the contents are accurate and correct, however, the Broker and its representatives disclaim any express or implied warranty thereto. Acceptance of the Confidential Information constitutes acceptance of this disclaimer, which the Recipient acknowledges.
  5. Notwithstanding clause five (5), the Recipient shall obtain independent financial, legal, taxation and any other advice as reasonably required. The Broker is not liable for any loss caused, whether due to negligence or otherwise arising from the use of, or reliance on, the Confidential Information provided.


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Fortune Properties and Business Sales

Due Diligence Business

Due diligence involves thoroughly checking all the information the seller has provided, along with any details you’ve uncovered in your own research, to make sure the business is a good investment. It involves going through everything with a fine-tooth comb and weighing up the benefits and risks involved. It should be a complete evaluation of the business.

Of course, you should also engage professionals to help you perform due diligence (such as an accountant or lawyer) to ensure you have someone experienced in finance, law and contract negotiations on your side.

We’ve identified a few key areas for you to thoroughly investigate.


Investigating a business’s financial position and history is one of the first things you should do. Incomings, outgoings, sales records, expenses, debts and any future projections should reflect the asking price. If they don’t, you need to find out why. As a general rule, you should ask to see a few years’ worth of tax returns, balance sheets and cash flow statements to get a true view of where the business is at. You should also check that accounts are being paid and received on time, as this is a sign of a well-run business. When overdue bills are stacked up, or payments are falling behind, it could indicate more serious problems.


Engaging an experienced specialist to look into the legal side of a potential business investment is crucial and will ensure you haven’t overlooked any important legal matters. Double-checking copies of all contracts, legal documents (like leases, purchase and distribution agreements) and your obligations under all of these is a crucial step in your due diligence. It also pays to look at what you’re acquiring with the business, such as existing employees and what your responsibilities are there.

Business operations

As part of the process it’s important to do a detailed review of the business’s operations and industry environment, as well as understanding the seller’s reasons for selling their business. You should check the company’s organisational documents, corporate records and contracts to make sure everything is in good shape, including health and safety manuals and employee records. Reviewing the competition, industry, suppliers and the location of the business should also be part of the process. All of these things will affect the potential success of the business and need to be analysed.

Why are you selling? What training is provided? Is your personality critical to success? What is your day-to-day role in the running of the business? These are all specific questions you should ask the seller. The answers will help you better understand what might be required of you and how much of the business’s success relies on the current owner.

If you find any gaps, or find the seller can’t answer some of your important questions, you’ll need to consider what implications this might have on how you run the business and what you’ll need to implement if you continue with the purchase of the business.

Assets and potential

Investigating fixed assets is just as important as thoroughly reviewing the intangible assets and potential of the business. Knowing exactly what’s for sale will help you accurately value the business and also determine opportunities and threats for the future. You should gain a complete understanding of the strengths and weaknesses, as well as the areas where there may be room for growth and which factors could stifle it. This will help you be more prepared for possible challenges that lie ahead.


While the above is not an exhaustive checklist, it should give you an idea of the factors you need to consider at this pre-contract stage. Consulting experienced professionals to help you conduct your due diligence is essential and will help you avoid finding any unwanted skeletons in the closet after you’ve closed the deal.

Remember, the information you collect during due diligence is highly is highly sensitive and confidential. The seller may want you to sign a non-disclosure agreement before you access this information, so be sure to expect this request.

Conducting thorough research can often be a lengthy process, but as the buyer it’s in your best interest to investigate as thoroughly as possible. Due diligence will ensure you have all the information you need to make a sound purchase decision, and agree to the price and terms. It will help you be as sure as you can that you’re getting everything you’re paying for.


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