TechBrain

Grow Confidentiality Agreement

Deed of Confidentiality

THIS DEED is made the day of 2019 BETWEEN TEAM TECHBRAIN PTY LTD (ACN 631 238 803) as trustee for TOP INVESTMENT TRUST (ABN 80 536 858 248) of 2/849 Wellington St, West Perth in the State of Western Australia ("TechBrain") of the one part AND (the "Recipient") of the other part

WHEREAS the Recipient has requested TechBrain to divulge certain information (the "information") which TechBrain has relating to an IT Support and Managed Services business trading as TechBrain including without limiting the generality of the offering of TechBrain Licenses in relation to an IT Support and Managed Services business and acquisition of IT Support and Managed Services businesses internationally (the “Business Sale concept”).

AND WHEREAS the Recipient wishes to be given the information in order that he may evaluate the Business Sale concept
AND WHEREAS TechBrain is prepared to divulge the information to the Recipient upon the Recipient entering into this Deed

NOW THIS DEED WITNESSES as follows:
1 TechBrain shall divulge the information to the Recipient upon the execution by the Recipient of this Deed.
2. In consideration of TechBrain entering into this Deed and divulging the information and the Business Sale concept to the Recipient, the Recipient:
(a) acknowledges that it has no right title or interest in and to the information or the Business Sale concept;
(b) undertakes and agrees that he shall not disclose the information or the Business Sale concept or any part thereof to any other person, firm or body nor shall it allow any person, firm or body to have access to the information or the Business Sale concept or the data or to inspect the same or any part thereof or any matter pertaining thereto save for employees and agents of the Recipient for the purposes of evaluation and then only upon such employee or agent and any person engaged by such employee or agent first executing a Deed of Confidentiality in such terms as TechBrain shall in its absolute discretion determine;
(c) undertakes and agrees that he shall not at any time either during the currency of this Deed or subsequently on his own account, as an employee or agent, in partnership, as a director, as a shareholder or a beneficiary under any Trust directly or indirectly use the information or the Business Sale concept in any manner in competition with TechBrain or its associated companies and/or Licensees or in any manner detrimental to the interests of TechBrain or its associated companies and/or Licensees howsoever arising.
3. The Recipient acknowledges and understands that TechBrain proposes to use the information and the Business Sale concept to enter into, promote and undertake a business utilising the information and the Business Sale concept and that TechBrain would not have divulged to the Recipient the information or the Business Sale concept without the Recipient entering into this Deed and complying with the terms of this Deed.
4. In this Deed:
(a) references to one gender includes the other genders;
(b) the singular includes the plural and vice versa;
(c) reference to a party includes that party’s successors and permitted assigns;
(d) if a party consists of more than one person this Deed binds them jointly & each of them severally;
(e) references to a person includes reference to a body corporate.
5. Privacy TechBrain will comply with its Privacy Policy in respect of any personal information the Recipient provides to it. A copy of the Privacy Policy can be obtained at www.techbrain.com.au. If the personal information requested by TechBrain is not provided, the requested information will not be provided. Your executing this Deed is confirmation of your acceptance of TechBrain’s Privacy Policy.

IN WITNESS whereof the parties hereto have hereunto executed these presents the day and year herein before written.

Date:

Recipient Full Name:

Existing IT Business Name:

Address:

Phone Number:

Email:

Signed by the said recipient(s)

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