Confidentiality and Non-Circumvention Agreement

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Last Update: 15 July 2025

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This Agreement is made on the date of execution by the Interested Party and is entered into between:

 

Virtus Estates, ABN [85683491572], in its capacity as a licensed real estate and business broker ("Virtus Estates");

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AND

 

The Interested Party as identified below.

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1. Purpose

This Agreement governs the disclosure of confidential information and the protection of commercial relationships, marketing material, and intellectual property disclosed by Virtus Estates to the Interested Party in relation to potential property and/or business opportunities introduced by Virtus Estates.

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2. Confidential Information

“Confidential Information” includes, without limitation:
- Business or property details not publicly available;
- Financial records, tenancy or customer information;
- Contracts, valuations, or market analysis;
- Research, design, and marketing material prepared by or on behalf of Virtus Estates;
- Identities of vendors, landlords, buyers, clients, or other third parties introduced by Virtus Estates.

 

3. Obligations of the Interested Party

The Interested Party agrees to:
- Treat all Confidential Information as strictly private and confidential;
- Not reproduce, disclose, distribute, or use the Confidential Information for any purpose other than assessing the opportunity presented by Virtus Estates;
- Not contact or approach the owner, vendor, tenant, staff, suppliers, or customers of any business or property introduced by Virtus Estates without prior written consent;
- Not share the Confidential Information with any third party, except professional advisors who are also bound by confidentiality obligations.

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4. Non-Circumvention

The Interested Party shall not, directly or indirectly, attempt to:
- Circumvent Virtus Estates by entering into any transaction or arrangement involving the subject business or property without involving Virtus Estates;
- Introduce any party to an opportunity originally presented by Virtus Estates, or facilitate a transaction that bypasses Virtus Estates’ entitlement to commission, fees, or recognition.
This clause shall remain in effect for 24 months from the date of this Agreement.

 

5. Copyright and Intellectual Property

All materials, content, research, branding, graphic design, and documentation provided by Virtus Estates remain the property of Virtus Estates and are protected under the Copyright Act 1968 (Cth). No rights, licences, or ownership are granted or implied. The Interested Party must not replicate, adapt, or use any such materials for commercial or competitive purposes without written permission.

 

6. No Warranty

Virtus Estates makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Interested Party must rely on their own independent investigations.

 

7. No Agency Relationship

Nothing in this Agreement constitutes an offer, contract of sale, or agreement to proceed with a transaction. This Agreement does not create any agency, partnership, or joint venture between the parties.

 

8. Governing Law

This Agreement is governed by the laws of Queensland, Australia. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the Queensland courts.

 

9. Execution and Acknowledgement

By signing below, the Interested Party acknowledges having read, understood, and agreed to be bound by the terms of this Agreement.

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