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Please read the following Terms of Service and Confidentiality Deed documents carefully and approve/agree by selecting the Authorisation checkbox below:

Terms of Service

SCHEDULE
The Practice which is the subject of this Agreement is: ID#

PARTIES
1.	HEALTHCARE PRACTICE SALES PTY LTD, ABN 40 655 079 815 ("the Broker")
2.	("the Buyer")

The Buyer acknowledges and agrees as follows:
1.	The Buyer is duly authorised to enter into this agreement on behalf of the named party, and as such agrees to be bound by its obligations. The Buyer also agrees not to hold the Broker or it's authorised personnel responsible for any breach by the Buyer of these Terms of Service.
2.	The Buyer acknowledges they wish to investigate the named Practice for the express view of purchasing the Practice. The Buyer also acknowledges their intention to access the Seller's private and sensitive information, statements, projections, opinions and forecasts (together the "information") is not related to any other reason other than this express purpose. The Buyer also acknowledges the damage that may be incurred by the Seller if the Buyer accesses the Seller's information for any inappropriate or unauthorised use.
3.	The Broker and its agents are the introducing agent and have brought to the Buyer's attention this Practice.
4.	In order to protect the Seller's privacy and confidentiality the Broker and the Seller may authorise to the Buyer full, partial or no access to the business profile and other sensitive material relating to the business, including inspections of the business.
5.	The business profile and information may include non-verified and unaudited information. The information presented to the Buyer has been prepared from material provided by the vendor, the vendor's officers and/or from third party publications. However, there has been no verification carried out by the Broker on the information.
6.	The business profile and its information are to be used and accepted as a guide only. All information contained in it, is the responsibility of the Buyer to verify and confirm. Any person who intends to purchase the Practice should make their own independent assessment and investigation, as they deem necessary including, without limitation, seeking professional advice; and base any decision they may make on any determination as to the relevance of any information on such assessment, investigation or advice. The Buyer agrees not to hold the Broker or it's authorised personnel responsible for its accuracy, liability, or loss suffered by the Buyer in relation to the information provided.
7.	All communication with the Practice, including inspections of the Practice, will be conducted and arranged through the Broker only. The Buyer agrees not to attempt to inspect the business or the premises upon which the business is carried on, or contact directly the Seller or Practice or the Practice's staff, patients or suppliers other than through the Broker. The Buyer also acknowledges that the Broker is the agent for the Seller and that all offers, correspondence and deposits are to be transacted through the Broker only, unless specified otherwise in writing.
8.	Non-circumvention of payable commission. The Buyer acknowledges that if the Buyer purchases directly from the Seller, or introduces a 3rd party to the Seller who subsequently buys the Practice, whereby the Broker will lose its commission then the Buyer will be liable to pay and agrees to pay any commissions or sale fees to the Broker as a result of the direct transaction.
9.	The Buyer acknowledges the legitimate need for the Seller to protect it's information and request a confidentiality agreement from the Buyer.

Confidentiality Deed

SCHEDULE
The Practice which is the subject of this Agreement is: ID#

PARTIES
1.	HEALTHCARE PRACTICE SALES PTY LTD, ABN 40 655 079 815 ("the Broker")
2.	("the Buyer")

BACKGROUND
A.	The Broker is engaged to market the Practice.
B.	The Buyer wishes to investigate the Practice with a view to potentially making an offer to purchase it.
C.	The Buyer and Broker will need to discuss certain matters that will involve the disclosure by the Broker to the Buyer of Confidential Information and Confidential Documents and may lead to the creation of Confidential Documents.
D.	The Buyer and Broker acknowledge the legitimate need to preserve the secrecy of Confidential Information and Confidential Documents.

OPERATIVE PROVISIONS
1.	Definitions and intepretations
1.1	In this Deed unless the context otherwise requires:
	Deed means this Confidentiality Deed;
	Confidential Document means in relation to a Practice any writing or copy or excerpt or summary of any writing whether in hard copy or in computer readable form containing or recording Confidential Information whether created by a Seller, Broker or their related entities or a third party;
	Confidential Information means in relation to a Practice any information, forms, specifications, processes, manuals, statements, trade secrets, know how, software, drawings, facts, data, figures, formulae or projections communicated by the Broker to the Buyer whether orally or in writing of or concerning any aspect of:
	(a)	the business operated by the Practice;
	(b)	the internal structure, management and future strategic plans of the Practice;
	(c)	financial records;
	(d)	business plans;
	(e)	equipment;
	(f)	patents, trademarks and other intellectual property registered or pending;
	(g)	suppliers and manufacturers;
	(h)	agreements;
	(i)	patients, customers, clients and business associates; and
	(j)	markets.
	Dealings means the negotiations for the proposed purchase of a Practice by the Buyer and all oral and written communications between the Parties and/or a Seller in which Confidential Information and/or Confidential Documents are disclosed;
	Party/Parties means the Broker and the Buyer.
	Practice means the allied health, medical or other healthcare related practice described in the Schedule.
	Seller means the owner of any Practice introduced by the Broker to the Buyer.
1.2	This Deed binds the respective assigns, legal personal representatives and successors of the Parties.

2.	Scope of Deed
2.1	This Deed applies to all Confidential Information and Confidential Documents except Confidential Information or Confidential Documents which:
	(a)	are or were in the public domain at or prior to the date of this Deed; or
	(b)	enter the public domain after the date of this Deed except as a result of a breach of this Deed; or
	(c)	are obtained by a Party lawfully from a third party who is entitled to possess and publish such information; or
	(d)	a Party is required to disclose as a matter of law.
2.2	The Buyer acknowledges that:
	(a)	this Deed has been entered into to enable the Broker to introduce the Practice to the Buyer, allow the Buyer to assess the Practice and decide if the Buyer wishes to purchase the particular Practice; and
	(b)	the obligations under this Deed are owed to the Seller of the Practice introduced to the Buyer by the Broker and the Seller may enforce the obligations imposed on the Buyer notwithstanding that the Seller did not sign this Deed.

3.	Obligations of Confidentiality
3.1	The Buyer must:
	(a)	maintain Confidential Information and Confidential Documents in strict confidence;
	(b)	only disclose Confidential Information and Confidential Documents to their legal, accounting, financial, insurance or marketing advisors or persons or entities who are authorised in writing by the Broker and Seller;
	(c)	not use or permit any other person or entities to use Confidential Information or a Confidential Document for any purpose other than the purpose for which the Confidential Information or Confidential Document was disclosed to them;
	(d)	not disclose or permit any other person or entities to disclose Confidential Information or a Confidential Document to any person or party unless so authorised by the Broker and Seller in writing;
	(e)	not appropriate, copy, reproduce, extract or summarise Confidential Information or a Confidential Document unless first authorised by the Broker and Seller; or
	(f)	not contact owners, principals, directors, patients, clients, employees, suppliers or contractors of the Practice.

4.	Return of Confidential Documents
	The Buyer must return to the Broker and Seller on demand, any Confidential Document in their possession, power or control or of any other person or entity to whom they may have disclosed or provided such Confidential Information whether in accordance with or in breach of this Deed.

5.	Continuing Obligations
	Each obligation under this Deed continues in force regardless of the outcome of the Dealings.

6.	Remedy for Breach
	Without limiting the remedies of the Broker and Seller, the Buyer acknowledges that damages alone will not be an adequate remedy for a breach of this Deed and in respect of any breach or apprehended breach of this Deed, the Buyer:
	(a)	submits to the equitable jurisdiction of the courts of Queensland and the Commonwealth of Australia including the jurisdiction of those courts to impose an order or orders restraining any such breach or apprehended breach or otherwise enforcing the Buyer’s observance of this Deed; and
	(b)	indemnifies the Broker against any actions, proceedings, costs, claims, demands or liabilities which the Broker may suffer in consequences of any such breach.

7.	Governing Law
7.1	The law of this Deed is the law of Queensland and the Commonwealth of Australia.
7.2	The Parties submit to the jurisdiction of the courts of Queensland and the Commonwealth of Australia for all proceedings arising from this Deed.

8.	Electronic Execution and Counterparts
8.1	This Deed may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument. The date of this Deed shall be the date upon which the last counterpart to be signed is signed by a Party.
8.2	A Party may sign electronically a soft copy of this Deed and bind itself accordingly. This will satisfy any statutory or other requirements for this Deed to be in writing and signed by that Party. The Parties intend that any soft copy so signed will constitute an executed original counterpart, and any printout of the copy with the relevant signatures appearing will also constitute an executed original counterpart. The Parties agree that this Deed and all counterparts can be exchanged by email or other electronic or digital medium.

Authorisation(Req'd)
I have read and agree to the related 'Confidentiality Deed' and 'Terms of Service' (Note: you will also be subscribed to the Healthcare Practice Sales mailing list and newsletter from which you can unsubscribe at any time)
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