Confidentiality Agreement

(Non-Disclosure Agreement)

1. Purpose

The Disclosing Party intends to disclose certain confidential, proprietary, and commercially sensitive information to the Receiving Party for the sole purpose of assessing the Receiving Party’s suitability to become a Franchise Owner under the Blackwell Trading Post Franchise system (“Purpose”).

2. Definition of Confidential Information

“Confidential Information” includes but is not limited to:

• Business plans, operational methods, marketing materials, pricing models

• Intellectual property, trademarks, trade secrets, and know-how

• Customer lists, supplier arrangements, and financial data

• Any other non-public information provided orally, in writing, or electronically

3. Obligations of the Receiving Party

The Receiving Party agrees to:

a) Use the Confidential Information solely for the Purpose

b) Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent

c) Take reasonable steps to protect the Confidential Information from unauthorised disclosure

4. Disclosure to Advisors

The Receiving Party may disclose Confidential Information to their legal, financial, or business advisors strictly on a need-to-know basis, provided that:

a) The Receiving Party notifies the Disclosing Party in writing and provides the names and contact details of such advisors before disclosure

b) Such advisors are made aware of the confidential nature of the information and are bound by similar obligations of confidentiality

5. Exclusions

This Agreement does not apply to information which:

a) Is or becomes public through no fault of the Receiving Party

b) Is lawfully obtained from a third party without breach of any obligation

c) Is independently developed by the Receiving Party without reference to the Confidential Information

6. Return or Destruction

Upon request or if the franchise relationship is not pursued, the Receiving Party agrees to return or destroy all Confidential Information and confirm such action in writing. This means also deleting from any holding, deleted or trash folders.

7. No License or Obligation

This Agreement does not grant any rights or license in relation to the Confidential Information or obligate either party to proceed with a franchise relationship.

8. Duration

The obligations of confidentiality shall remain in effect indefinitely or until such information becomes public knowledge, regardless of whether a franchise relationship is established.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New Zealand.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Confidential Information and supersedes all prior discussions or understandings.

11. Mutual Confidentiality

The Disclosing Party agrees to treat all information disclosed by the Receiving Party during the assessment process as strictly confidential and will only share such information with individuals directly involved in evaluating the Receiving Party’s suitability as a franchisee. Such information will not be used for any purpose other than the consideration of a potential franchise relationship.