This Confidentiality Agreement (this Agreement).
Between
A. Reach Alternatives IM Pty Ltd (ACN 657 758 006) of Level 8, 11 York Street, Sydney, NSW 2000 (Discloser); and
B. Member, as indicated by registering as a member of the app.reachalts.com.au investor platform, (Recipient),
(each a party, together the parties).
Operative Provisions
In consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged),the parties agree as follows:
1. Definitions
In this Agreement, the following definitions apply:
Confidential Information means all information concerning the Discloser, or which is the property of the Discloser and which is disclosed in writing, orally or by any other means to the Recipient or its representatives. It includes all information contained in the investor portal (app.reachalts.com.au), including fund documentation provided by the Underlying Fund Managers (as defined in the Information Memorandum), notes, copies or extracts made by the Recipient or its officers in relation to this information but does not include information which the Recipient can prove to the reasonable satisfaction of the Discloser:
(a) was publicly available, other than as a result of a breach of this Agreement;
(b) that the Recipient obtained it from a third party without breach by that third party of any obligation of confidence concerning that Confidential Information; or
(c) was already in the possession of the Recipient before being provided by the Discloser.
Purpose means disclosed for the purpose of the Recipient understanding more about potential investment opportunities;
Term means until the party becomes a Unitholder (and this agreement is superseded) or they mutually agree to the release of the requirement for confidentiality (in whole or part).
2. Confidential Information
2.1. The consideration for each party entering into this Agreement is the provision of Confidential Information by the Discloser and the Recipient’s agreement to keep the Confidential Information confidential. Each party acknowledges that this is valuable consideration.
2.2. The Recipient acknowledges that the information provided in the investor portal (app.reachalts.com.au) is being furnished to the Recipient by the Discloser on a strictly confidential basis in connection with the establishment of, and marketing of interests in, the funds. The information is highly confidential, trade-secret and proprietary and all Confidential Information must be kept in strict confidence and used solely for the Purpose. The Recipient must ensure that only it, or its officers or advisers, with a need to know the Confidential Information for the Purpose, have access to the Confidential Information. The Recipient must ensure that all such officers or advisers who have access to the Confidential Information keep the Confidential Information in strict confidence on terms no less strict that included here.
2.3. It is not a breach of this Agreement for the Recipient to disclose Confidential Information that it is obliged to disclose by law or court order. If the Recipient is required or anticipates that it may be required to do so, it must immediately notify the Discloser and use reasonable endeavours to delay and withhold disclosure until the Discloser has had a reasonable opportunity to oppose disclosure by lawful means.
2.4. The Recipient must destroy or return to the Discloser all of the Discloser's Confidential Information immediately upon request by the Discloser.
2.5. The Discloser does not make any representation or warranty that the Confidential Information does not infringe the rights of another person or as to the accuracy of the Confidential Information. Neither party is liable to the other for any infringement or inaccuracy in the Confidential Information.
2.6. Each party acknowledges that, damages may be inadequate remedy for breach and, therefore, in addition to any other remedy that may be available in law or equity, the other party is entitled to interim, interlocutory and permanent injunctions to prevent breach of this Agreement and to ensure specific performance of the Agreement.
2.7. The Recipient accept this Agreement on ticking the box and creating their account on the investor portal (app.reachalts.com.au). If the Recipient does not agree, the Recipient will not proceed to register an account.
2.8. The laws of New South Wales, Australia govern this Agreement.
Electronic execution of the application is authorised under the Commonwealth Electronic Transaction Act 1999. By completing and submitting your application to register an account, I/we agree that I/am bound. by the above terms and does not require a physical signature.
