Confidentiality Deed

Dated

Parties

1.  SECURED LENDERS HUB PTY LTD (SLH) of 7, 91 Phillip Street Parramatta NSW 2150.

2.  _YOU_________________ (Direct Lender(s))

Background

A.  SLH are in the business of introduction of commercial loan opportunities to various private lenders / non-bank lenders. 

Commercial loans, means loans advanced only to Pty Ltd companies, secured via mortgages over residential, commercial, industrial, agricultural and other Australian Real Property and may also include additional collateral such as chattels (Plant, Equipment, Trucks, Vehicles etc), Precious metals together with Directors guarantee’ provided by all borrowers or guarantors as the case may be.

B.  Each Party wishes to provide certain information to the other Party for the Purpose of SLH exploring the suitability of DIRECT LENDER receiving loan / credit proposals (applications) to consider funding the loans direct to the borrowers. Also, the DIRECT LENDER (you) assessing the suitability of SLH as a suitable company to undertake collation of borrower applications, supporting documents and various search’s, research and arranging valuations (where relevant) to form a credit proposal and other administrative assistance to facilitate the process.

C.  Each Party has agreed to disclose information to the other Party on the terms of this Deed.

D.  Each Party has agreed to keep confidential information disclosed to it by the other Party on the terms of this Deed.

E.  It is agreed that any information, including processes, contacts or other information, business strategy, planning, financial targets, lenders, details of any borrowers and related entities / persons or any other information disclosed what-so-ever will not be used by each of the parties for any other purpose other than as mentioned above or the “Purpose”.  If either party wishes to share any information with anyone, for example their advisors, then each party must firstly seek consent from the other and notify the name of such advisors to first verify that there is no conflict of interest in engaging or disclosing information to those advisors.

F.  The DIRECT LENDER being aware that Jason Baker is in the lending industry, has initiated the approach and made contact with Jason Baker, to express their interested in funding loans to potentially profit. 

G.  If the DIRECT LENDER became aware of SLH or the services Jason Baker of SLH provides to Direct Lenders via the following methods (or any method apart from F.), then the Direct Lender must disclose the introducing person or entities name who introduced the Direct Lender to Jason Baker or SLH, prior to signing this document;

For Example.

i)  From an existing client / borrower or a current or previous prospective client/borrower

ii)  From a previous, existing Direct Lender or a prospective Direct Lender.

iii)  From your accountant or financial planner or Solicitor/Lawyer.

iv)  From another Direct lender utilising our service who has recommended you.

v) From any other source, including for example online advertisers, forum etc

Operative provisions

2.1  Recipient’s acknowledgments

Each Party as a Recipient of Confidential Information from the other Party as an Owner acknowledges and agrees that:

(a)  the Confidential Information is secret and confidential to the Owner;

(b)  this document applies to the Parties on a worldwide basis;

(c)  this document applies to Confidential Information disclosed on, before and after the date of this document; and

(d)  any unauthorised Use by the Recipient of any Confidential Information may cause the Owner or client to suffer Loss.

2.2  Confidentiality

The Recipient must keep the Confidential Information secret and confidential.

2.3  Uncertainty

If there is any uncertainty as to whether any information is Confidential Information, that information will be deemed to be Confidential Information unless the Owner advises the Recipient in writing to the contrary.

3.1  Recipient’s right to use

The Recipient may only Use the Confidential Information for the Purpose and must not Use it for any other purpose.

3.2  Recipient’s right to disclose

The Recipient may only disclose the Confidential Information:

  to those of its Personnel or advisors who:

(i)  have a specific need to have access to the Confidential Information for the Purpose;

(ii)  have been approved by the Owner in writing; and

(iii)  if required by the Owner, have signed a Confidentiality Deed.

(b)  if it is required to do so by law, in which case the Recipient must:

(i)  immediately notify the Owner on becoming aware of the disclosure obligation;

(ii)  notify the person to whom the information is to be disclosed that it is the Confidential Information of the Owner;

(iii)  do all things reasonably possible to prevent the further disclosure of the Confidential Information; and

(iv)  disclose only that part of the Confidential Information as is necessary in order to satisfy such a requirement.

3.3  Recipient to ensure compliance

The Recipient must, at its own expense:

(a)  ensure that each person to whom the Confidential Information is disclosed under clause 3.2(a):

(i)  does not do or omit to do anything which, if that thing had been done or omitted to be done by the Recipient, would be a breach of this document; and

(ii)  complies with the Confidentiality Deed;

(b)  immediately notify the Owner of any actual or suspected breach of the terms of this document, or a Confidentiality Deed by any of the persons to whom the Confidential Information is disclosed under clause 3.2(a); and

(c)  immediately take all reasonable steps to avoid or stop a breach of this document or any Confidentiality Deed entered into under clause 3.2(a), and comply with any reasonable directions issued by the Owner regarding a suspected or actual breach.

3.4  Security procedures

The Recipient must:

(a)  establish and maintain effective security measures to safeguard the Confidential Information from unauthorised disclosure or Use;

(b)  comply with any reasonable direction by the Owner regarding security of the Confidential Information or to prevent or stop a breach of this document; and

(c)  immediately notify the Owner of any actual or suspected unauthorised Use of the Confidential Information.

4.1  Right to demand return

The Owner may request the Recipient to return or destroy the Confidential Information at any time.

4.2  Recipient to comply

The Recipient must:

(a)  immediately comply with any request under clause 4.1;

(b)  certify to the Owner, by statutory declaration given by the Recipient or, if a corporate party, a director of the Recipient, that it has fully complied with the request.

4.3  Return or destruction of copies

The Recipient's obligations under this clause extend to all copies, summaries, notes or reproductions of the Confidential Information which are in its possession or control or in the possession or control of any person to whom disclosure has been made under clause 3.2(a).

5.1  Ownership

The Recipient acknowledges and agrees that:

(a)  this document does not give the Recipient any right, title, licence or interest in the Confidential Information;

(b)  all past and future right, title and interest in any materials containing or derived from any of the Confidential Information, including copies, modifications, summaries or notes (including those prepared by a party to this document other than the Owner) or reproductions of the Confidential Information, created by the Recipient or by any of the persons to whom the Confidential Information is disclosed in accordance with clause 3.2(a), are hereby assigned to and vest exclusively in the Owner on and from the date of their creation, and are Confidential Information governed by the provisions of this document;

(c)  it must not challenge the Owner’s ownership of the Confidential Information; and

(d)  this document does not assign to the Recipient any intellectual property rights, and the Recipient agrees not to claim that it has any intellectual property rights, in or arising from the Confidential Information or in connection with the Purpose.

6.1  No warranty as to accuracy or completeness

To the maximum extent permitted by law, the Owner does not represent or warrant that the Confidential Information is complete or accurate.

6.2  No obligation to enter into further arrangements

Neither this document nor the disclosure of Confidential Information constitutes or implies any agreement, intention or commitment by the Owner to enter into any contractual or other relationship or arrangement with the Recipient.

7.1  Recipient’s liability

The Recipient, in addition to all the Owner's other legal rights, is liable for and indemnifies the Owner against all Loss suffered or incurred by the Owner which arises from any breach of this document by the Recipient or which arises from any unauthorised Use of the Confidential Information by a person to whom the Confidential Information is disclosed under clause 3.2(a).

7.2  Acknowledgment of Recipient

The Recipient acknowledges that a breach of this document may cause the Owner to suffer Loss for which damages may not be adequate compensation and difficult to ascertain.  Accordingly the Recipient agrees that the Owner is entitled to immediately seek to restrain, by injunction or any similar remedy, any conduct, actual or threatened, which is in breach of this document or any Confidentiality Deed.

8.1  Costs

Each Party must pay its own costs in relation to:

(a)  the negotiation, preparation, execution, performance, amendment or registration of, or any consent given or made; and

(b)  the performance of any action by that Party in compliance with any liability arising,

under this document, or any agreement or document executed or effected under this document, unless this document provides otherwise.

8.2  Assignment

(a)  The Recipient must not transfer any right or liability under this document without the prior consent of the Owner, except where this document provides otherwise.

(b)  The Owner may transfer any right or liability under this document without the consent of the Recipient.

8.3  Notices

(a)  Any notice to or by a Party under this document must be in writing and signed by the sender or, if a corporate Party, an authorised officer of the sender.

(b)  Any notice may be served by delivery in person or by post or transmission by facsimile to the address or number of the recipient specified in this provision or most recently notified by the recipient to the sender.

(c)  Any notice is effective for the purposes of this document upon delivery to the recipient or production to the sender of a facsimile transmittal confirmation report before 4.00 pm local time on a day in the place in or to which the written notice is delivered or sent or otherwise at 9.00 am on the next day following delivery or receipt.

8.4  Governing law and jurisdiction

(a)  This document is governed by and construed under the law in the State of New South Wales.

(b)  Any legal action in relation to this document against any party or its property may be brought in any court of competent jurisdiction in the State of New South Wales.

(c)  Each party by execution of this document irrevocably, generally and unconditionally submits to the non‑exclusive jurisdiction of any court specified in this provision in relation to both itself and its property.

8.5  Amendments

Any amendment to this document has no force or effect, unless effected by a document executed by the Parties.

8.6  Third parties

This document confers rights only upon a person expressed to be a Party, and not upon any other person.

8.7  Precontractual negotiation

This document:

(a)  expresses and incorporates the entire agreement between the Parties in relation to its subject matter, and all the terms of that agreement; and

(b)  supersedes and excludes any prior or collateral negotiation, understanding, communication or agreement by or between the Parties in relation to that subject matter or any term of that agreement.

8.8  Further assurance

Each Party must execute any document and perform any action necessary to give full effect to this document, whether before or after performance of this document.

8.9  Continuing performance

(a)  The provisions of this document do not merge with any action performed or document executed by any Party for the purposes of performance of this document.

(b)  Any representation in this document survives the execution of any document for the purposes of, and continues after, performance of this document.

(c)  Any indemnity agreed by any Party under this document:

(i)  constitutes a liability of that Party separate and independent from any other liability of that Party under this document or any other agreement; and

(ii)  survives and continues after performance of this document.

8.10  Waivers

Any failure by any Party to exercise any right under this document does not operate as a waiver and the single or partial exercise of any right by that Party does not preclude any other or further exercise of that or any other right by that Party.

8.11  Remedies

The rights of a Party under this document are cumulative and not exclusive of any rights provided by law.

8.12  Severability

Any provision of this document which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this document or the validity of that provision in any other jurisdiction.

8.13  Counterparts

This document may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same document.

9.1  Definitions

In this document unless the context otherwise requires:

Confidential Information of a Party (the Owner) means all information of or relating to the Owner (or any Related Body Corporate of the Owner) that is disclosed by the Owner (or its Personnel or representatives) to the other Party (the Recipient), or is otherwise learned by the Recipient, whether on, before or after the date of this document, relating to:

(a)  the business, property or operations of the Owner or any Related Body Corporate of the Owner;

(b)  any client or prospective client of SLH

(c)  the Purpose;

(d)  any of the Owner's (or its Related Corporations’) plans or strategies; or

(e)  the development, marketing or promotion of any of the Owner's (or any of its Related Corporations’) products or services,

whether disclosed verbally, in writing, in electronic form or by any other means and includes information disclosed by or concerning a Related Body Corporate of the Owner but excludes information that:

(f)  is or becomes freely available to the public unless as a result of a breach of this document;

(g)  is disclosed without restriction to the Recipient by a third person, whom the Recipient knows has a legal entitlement to possess and disclose the information without obligation of confidentiality; or

(h)  the Recipient proves it knew before the Owner (or its Personnel) disclosed the information to the Recipient;

Confidentiality Deed means a deed on terms acceptable to the Owner, entered into in accordance with clause 3.2(a) between the Owner or the Recipient (at the Owner’s option) and a third party;

Loss means all claims, losses, damages, costs and expenses sustained or incurred (including legal costs and disbursements on a full indemnity basis), whether directly. or indirectly or consequentially or in any other way;

Party means a party to this document;

Personnel means officers, employees, professional advisers, contractors, representatives and agents;

Purpose means the use of the Confidential Information solely for the purpose of evaluating the viability of the Direct lender funding commercial loans introduced by SLH and SLH evaluating if the Direct Lenders policies, acceptable loan parameters, available funds, loan sizes generally align with the types of loans that SLH may be able to obtain and introduce to the Direct lender.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth);

Use means use, copy or reproduce or disclose to any person (directly or indirectly) at any time.

9.2  Interpretation

(a)  clause and subclause headings are for reference purposes only;

(b)  the singular includes the plural and vice versa;

(c)  words denoting any gender include all genders;

(d)  reference to a person includes any other entity recognised by law and vice versa;

(e)  where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(f)  any reference to a party to this document includes its successors and permitted assigns;

(g)  any reference to any agreement or document includes that agreement or document as amended at any time;

(h)  the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it;

(i)  the expression at any time includes reference to past, present and future time and the performance of any action from time to time;

(j)  an agreement, representation or warranty on the part of two or more persons binds them jointly and severally;

(k)  an agreement, representation or warranty on the part of two or more persons is for the benefit of them jointly and severally; and

(l)  reference to a statute includes all regulations and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated.

Executed as a deed.

Signed sealed and delivered by SLH     Jason Baker
Director Jason Baker
Print Name