North Side Brisbane Rent Roll

Confidentiality Agreement

BACKGROUND

1. The Provider possesses Confidential Information which the Interested Party acknowledges has significant commercial value to the Provider.
2. The Interested Party has requested that the Provider disclose the Confidential Information to it for the Permitted Purpose and the Provider (on behalf of the Client) may disclose the Confidential Information on the terms and conditions set out in this agreement.

OPERATIVE PROVISIONS

1. Definitions and interpretation

   1. Definitions

      In this agreement, unless the context otherwise requires:

      Business means the rent roll business or any other business owned and operated by the Client.

      Business Day means a day other than a Saturday, Sunday, public holiday or bank holiday in Brisbane, Queensland.

      Client means the underlying owner(s) of the Confidential Information and the person(s) on whose behalf the Provider is acting.

      Confidential Information means the existence and content of this agreement, the existence of any discussions between the Interested Party and the Provider and the content of such discussions and any information (whether conveyed orally, visually or in written form or recorded in any other medium) provided by the Provider, or any of its Representatives to the Interested Party or any of its Representatives or otherwise obtained by the Interested Party or any of its Representatives whether obtained before, on or after execution of this agreement, but does not include information which is in the public domain or acquired from a third party entitled to disclose it on a non-confidential basis.

      Corporations Act means the Corporations Act 2001 (Cth).

      Intellectual Property mean all intellectual and industrial property rights, whether registered or unregistered, including copyright, patents, inventions, trademarks, designs, trade secrets, know how, confidential information, processes and systems, good will and reputation.

      Interested Party means both:

      1. the person accepting and agreeing to be bound by the terms of this agreement; and
      2. the person instructing or employing the person referred to in paragraph (a) above.

      Loss means any loss, claim, liability, damage, charge, payment, cost or expense (whether direct, indirect or consequential and whether accrued or paid) including legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

      Permitted Purpose means the sole purpose of considering, evaluating, negotiating, advancing or implementing the Proposed Transaction.

      Privacy Law means any Commonwealth or State legislation which deals with personal information and includes the Privacy Act 1988 (Cth) and the National Privacy Principles and Australian Privacy Principles made under that Act, and the Privacy and Personal Information Protection Act 1998 (NSW), Information Privacy Act 2009 and the Information Privacy Principles made under that Act.

      Proposed Transaction means either:

      1. the proposed acquisition of the Business by the Interested Party (or one of its Related Entities); or
      2. the acquisition of 100% of the shares on issue in the Provider, by the Interested Party (or one of its Related Entities).

      Provider means Raw and Real Group Pty Ltd ACN 654 887 822, acting in its capacity as agent for the Client.

      Related Entity has the meaning given in the Corporations Act.

      Related Body Corporate has the meaning given in the Corporations Act.

      Representative means, in relation to a party, any Related Body Corporate of that party or an officer, employee, legal adviser, financial adviser or a member of the investment committee of the party or of any Related Body Corporate of the party.

   2. Interpretation

      1. In this agreement, unless the context indicates a contrary intention:

         1. (headings) clause headings and the table of contents are inserted for convenience only and do not affect interpretation of this agreement.
         2. (party) a reference to a party to a document includes that party's personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns.
         3. (including) including and includes (and any other similar expressions) are not words of limitation, and a list of examples is not limited to those items or to items of a similar kind.
         4. (corresponding meanings) a word that is derived from a defined word has a corresponding meaning.
         5. (singular) the singular includes the plural and vice versa.
         6. (gender) words importing one gender include all other genders.
         7. (rules of construction) neither this agreement nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting.
         8. (legislation) a reference to any legislation or provision of legislation includes all amendments, consolidations or replacements and all regulations or instruments issued under it.
         9. (time and date) a reference to a time or date in connection with the performance of an obligation by a party is a reference to the time and date in Brisbane, Australia, even if the obligation is to be performed elsewhere. If the day on which any act or thing is to be done under this agreement is not a Business Day, the act or thing must be done on the next Business Day.
         10. (Australian currency) a reference to dollars or $ is to Australian currency.

2. Obligations of confidentiality

   1. Confidentiality undertaking

      The Interested Party must:

      1. maintain the confidential nature of the Confidential Information including by establishing effective security measures to safeguard the Confidential Information from unauthorised access, disclosure, use, copying or reproduction;
      2. not, without the Provider's prior written consent, disclose any of the Confidential Information to any person, except as expressly permitted under this agreement;
      3. not use or exploit the Confidential Information for its own benefit (except as expressly permitted by this agreement) or to the competitive disadvantage of the Provider, the Client or any of their Related Entities;
      4. not, without the Provider's prior written consent, use, copy or reproduce any of the Confidential Information for any purpose other than the Permitted Purpose; and
      5. immediately notify the Provider of any suspected or actual unauthorised access, disclosure, use, copying or reproduction of the Confidential Information by any person and do anything the Provider reasonably requires to prevent or restrain a suspected or actual breach of this agreement.

   2. Personal information

      If and to the extent that the Confidential Information disclosed to the Interested Party contains any information or an opinion about an individual whose identity is reasonably ascertainable from that information or opinion, the Interested Party must comply with all applicable Privacy Law or data protection laws regulating the collection, storage, use and disclosure of information, as if subject to those laws.

   3. No obligation to disclose or proceed

      Nothing in this agreement obliges the Provider, or the underlying Client, to disclose any Confidential Information to the Interested Party.

   4. Confidential Information belongs to the Provider

      The Interested Party agrees that all Confidential Information and all existing proprietary rights of the Client and its Related Entities in the Confidential Information are, and will remain, the exclusive property of the Client or its Related Entities and that no such rights transfer to the Interested Party or its Representatives.

   5. Representatives and Related Entities to comply with this agreement

      The Interested Party will procure that each of its Related Entities and Representatives is aware of the terms of this agreement, and complies with its terms as if they were a party to this agreement and the Interested Party will be responsible for any breach of the terms of this agreement by any of its Related Entity or Representatives.

   6. Term of confidentiality obligations

      TThe Interested Party's confidentiality obligations under this agreement commence upon the first to occur of the date of this agreement or first disclosure of any Confidential Information by the Provider to the Interested Party and continue for 36 months from the date of this agreement.

3. Disclosure to Representatives

   Subject always to clause 2.5, the Interested Party may disclose the Confidential Information to its Representatives if the disclosure is necessary for the Permitted Purpose and must, on request by the Provider, inform the Provider of the name and title of those Representatives.

4. Intellectual Property Rights

   The Interested Party acknowledges and agrees that:

   1. this agreement does not transfer or licence any interest in any Intellectual Property of the Provider or the Client; and
   2. the Interested Party will not copy, reverse engineer, redesign or manufacture anything (including but not limited to the Confidential Information) in which the Provider or the Client has Intellectual Property, unless expressly permitted by this agreement.

5. Disclosure required by law

   This agreement does not apply to the disclosure of the Confidential Information to the extent that it is required to be disclosed by the Interested Party under any law, regulation, order of any government agency or the rules of any stock exchange provided that the Interested Party consults in advance with and has notified the Provider of such requirement (where legally permitted) and both given it a reasonable opportunity to challenge the disclosure of the Confidential Information and included all reasonable requests regarding such disclosure as the Provider may make to the Interested Party.

6. Return and destruction of Confidential Information

   1. Return of Confidential Information

      The Interested Party must promptly on demand by the Provider or its Representatives:

      1. return to the Provider, (or destroy if the Provider so directs) all documents and other materials constituting Confidential Information (including any copies) in the possession or control of the Interested Party or its Representatives;
      2. promptly delete all of the Confidential Information in the possession or control of the Interested Party or its Representatives which is stored in an electronic or other medium and retrievable in perceivable form;
      3. despite anything else in this agreement, stop using the Confidential Information; and
      4. confirm to the Provider or its Representatives in writing that it has complied with this clause 6.1.

   2. No Release

      The return, destruction or retention of Confidential Information in accordance with this clause 6 does not release the Interested Party from its obligations under this agreement.

7. Interested Party not to approach

   1. No contact with customers and suppliers

      The Interested Party must ensure that neither it nor any Representative, other than with the prior written consent of the Provider, contacts any:

      1. client, customer, supplier, financier or contractor of the Client or its Related Entities;
      2. person who is a participant in any joint venture, partnership or similar arrangement with the Client or its Related Entity;
      3. person to discuss any matter related to the Permitted Purpose, or that person's relationship with the Client or a Related Entity in terms that use or refer to any Confidential Information or the Permitted Purpose;
      4. government, semi government, statutory, administrative, fiscal or judicial agency or body,

      in connection with any matter related to the Permitted Purpose, for a period of 36 months from the date of this agreement.

   2. No discussion of Permitted Purpose other than with Provider

      The Interested Party must ensure that neither it nor any Representative directly or indirectly initiates or enters into any discussions or negotiations with any person in respect of the Permitted Purpose, other than with:

      1. the Provider or its Representatives; and
      2. subject to the Interested Party procuring the prior consent of the Provider - the Client or is Representatives,and otherwise in accordance with this agreement.

8. Acceptance of agreement

   1. The Interested Party agrees to be bound by the obligations of confidentiality set out in this agreement by 'clicking through' and accepting to be bound by this agreement.

   2. By 'clicking through' and agreeing to this agreement, the Interested Party:

      1. agrees to be bound by the obligations, rules and procedures set out in this agreement; and
      2. without limiting clause 2.5, must ensure that any person who receives any Confidential Information from the Interested Party (including any of its Related Entities and Representatives), agrees to be bound by and comply with the rules and procedures set out in this agreement.

9. General provisions

   1. Disclaimer

      1. The Interested Party acknowledges and agrees that neither the Provider nor any of its Representatives:

         1. have done or said anything that constitutes an offer, recommendation or invitation to any person or confers any rights of exclusivity on the Interested Party or its Related Entities;
         2. have made or given or makes or gives any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information;
         3. to the maximum extent permitted by law, will be liable for any loss or damage (whether foreseeable or not) suffered by any person using, disclosing or acting on any Confidential Information disclosed by the Provider or any if its Representatives; and
         4. have any obligation to enter into or continue discussions or negotiations in respect of the Proposed Transaction.
      2. This agreement does not constitute a commitment or offer by the Provider or the Client to enter into a potential transaction with the Interested Party.

   2. Interested Party to make own assessment

      The Interested Party acknowledges and agrees that:

      1. the Provider (for and on behalf of the Client) may participate in discussions and negotiations with other parties in relation to the Permitted Purpose; and
      2. it must make its own assessment of the Confidential Information and satisfy itself as to the accuracy, content, legality and completeness of that information.

   3. No action against Provider

      To the extent permitted by law, the Interested Party waives and must procure that each of its Representatives waives all rights and claims that they may have against the Provider, the Client or any of their Representatives in relation to the Confidential Information or any matter arising directly or indirectly in connection with this agreement.

   4. Benefit and enforcement of this agreement

      The Provider may enforce this agreement on its own behalf and on behalf of the Client and each of their Representatives.

   5. Assignment

      The Interested Party must not assign, novate or deal in any way with any of its rights or obligations under this agreement without the Provider's prior written consent.

   6. Amendment

      This agreement can only be amended, supplemented, novated or replaced by another document signed by the parties.

   7. Governing law and jurisdiction

      This agreement is governed by the laws of Queensland, Australia.

   8. Remedies

      The Interested Party acknowledges that damages may be an inadequate remedy for any breach or threatened breach of this agreement and that subject to the court's discretion (and in addition to any other remedies available at law or in equity), the Provider may seek and obtain specific performance or injunctive relief in respect of any conduct or proposed conduct by the Interested Party or any of its Representatives which is or may constitute a breach of this agreement.

   9. Cumulative rights

      The rights, powers and remedies provided in this agreement are cumulative with and not exclusive of any other rights, powers or remedies provided by law.

   10. Variation

       A provision of this agreement or a right or obligation created under it may not be varied except in writing and signed by the Interested Party and the Provider.

   11. Prohibition or enforceability

       Any provision of this agreement that is unenforceable or illegal will be treated as if it were removed from this agreement but it will not affect the enforceability of the remaining provisions of this agreement

   12. Further Assurances

       The Interested Party must do all things reasonably necessary to give full effect to this agreement and the matters contemplated by this agreement.

   13. Entire agreement

       This agreement contains the entire understanding as to the subject matter of this agreement.

   14. Legal advice

       The Interested Party acknowledges that it has received legal advice in respect of this agreement or has had the opportunity of receiving legal advice about this agreement.