Read the confidentiality undertaking (version v1-2026-07-01)
Confidentiality Undertaking (one-way) — UBX South Bank
This undertaking is given by me ("I", the person agreeing below) to UBX SB Pty Ltd
(ABN 50 423 845 768) as trustee for the Maudie and Frank Trust, trading as UBX South Bank,
of 38 Hope Street, South Brisbane QLD 4101 (the "Discloser").
In consideration of the Discloser giving me access to confidential information about the
UBX South Bank business for the sole purpose of evaluating a possible purchase of that
business (the "Purpose"), I agree as follows:
1. Confidential Information. "Confidential Information" means all information the Discloser
makes available to me about the business, whether written, oral or electronic, including
its financial records and normalised profit and loss figures, lease terms and costs,
franchise terms, member and customer data, supplier and operational information, the
information pack and data room materials, and the existence and content of our discussions
about a possible sale.
2. Confidentiality. I will keep the Confidential Information strictly confidential and protect
it with at least reasonable care. I will not disclose it to any other person except as
permitted below.
3. Permitted use. I will use the Confidential Information only for the Purpose, and for no
other purpose.
4. Permitted disclosure. I may disclose the Confidential Information to my professional
advisers who need it to advise me on the possible purchase and who are bound to keep it
confidential, or where I am required to disclose it by law (in which case I will, where
lawful, give the Discloser prior notice).
5. Non-circumvention. I will not use the Confidential Information to approach, or negotiate
directly with, UBX Australia (the franchisor) or the landlord of the premises (or their
agents) in order to acquire, lease or franchise the business or premises in a way that
bypasses this sale process.
6. Non-solicitation. I will not use the Confidential Information to solicit, entice away or
poach the business's members, customers, staff or coach, or to compete with the business.
7. No detriment. I will not use the Confidential Information to compete with, or to the
detriment of, the business or its franchisor.
8. Return or destroy. On the Discloser's request, I will return or destroy the Confidential
Information and any copies, except for copies I am required to keep by law or that are
retained automatically in routine electronic backups, which remain subject to this
undertaking.
9. Exclusions. This undertaking does not apply to information that: (a) is or becomes public
through no fault of mine; (b) I already lawfully held free of any confidentiality
obligation; (c) I independently develop without using the Confidential Information; or
(d) I lawfully receive from a third party who is free to disclose it.
10. No warranty. The Confidential Information is provided "as is". The Discloser makes no
representation or warranty as to its accuracy or completeness, and I rely on it at my own
risk. I remain responsible for my own due diligence.
11. No obligation to proceed. Nothing in this undertaking obliges the Discloser to sell or me
to buy the business, or creates any agency, partnership or joint venture between us.
12. Term. My obligations under this undertaking continue for 3 years from the date I agree to
it.
13. Governing law. This undertaking is governed by the laws of Queensland, Australia, and I
submit to the courts of that State.
14. Electronic acceptance. I agree that ticking the box and submitting this form is my
electronic acceptance of this undertaking under the Electronic Transactions (Queensland)
Act 2001, and that the date, time and my contact details are recorded as evidence of my
agreement.
This document is a confidentiality undertaking, not legal advice. You should obtain your own
legal advice before acting on any information provided.