Non Disclosure Agreement (NDA)
This form follows a pro forma NDA which may be useful.
Click here to download a Microsoft Word
printable version
CONFIDENTIALITY LETTER
[on notepaper of supplier of confidential information e.g. vendor or
his agent.]
To: [Potential Investor/Purchaser]
Dear Sirs
We understand that you wish to investigate the business of [name
of company]
(the “Company”) [and of its subsidiaries] (together the “Group”)
[in connection with [insert nature of transaction] (the “Permitted
Purpose”)] and that you, your directors and employees, other
potential syndicate members or other providers of finance and your
financial and professional advisers acting in connection with the Permitted
Purpose, (together referred to as the “Disclosees”), whose
knowledge of such Confidential Information is essential to your evaluation
of the Group in connection with the Permitted Purpose will need access
to certain information relating to the Group (the “Confidential
Information”) [including, without limitation
*].
1 OBLIGATIONS
In consideration of our agreeing to supply and so supplying any Confidential
Information to you and agreeing to enter into discussions with you, you
hereby undertake and agree as follows:
1.1 to hold the Confidential Information in confidence and not to disclose
or permit it to be made available to any person, firm or company (except
to other Disclosees), without our prior [written]
consent;
1.2 to provide to us upon request a list of individuals or entities to
whom any Confidential Information is disclosed (to include details of
the Confidential Information disclosed);
1.3 only to use the Confidential Information exclusively for evaluating
the Group in connection with the Permitted Purpose;
1.4 to ensure that each person to whom disclosure of Confidential Information
is made by you (including, without limitation, each Disclosee) is fully
aware in advance of your obligations under this letter and that, in the
case of other potential syndicate members, each such person gives an
undertaking in respect of the Confidential Information, in the terms
of this letter;
1.5 upon written demand from us either to return immediately all matter
in tangible form which constitutes the Confidential Information, or any
part of it, together with all copies of it (whether supplied to or made
by you) or to confirm to us in writing that, save as required by law
or regulation, it has been destroyed. You shall not be required to return
reports, notes or other material prepared by you or other Disclosees
or on your or their behalf, which incorporate Confidential Information
("Secondary Information") provided that the Secondary Information
is kept confidential;
1.6 to keep confidential and not reveal to any person, firm or company
(other than Disclosees) the fact of your investigations into the Group
or that discussions or negotiations are taking place or have taken place
between us in connection with the proposed transaction or that potential
investors/acquirers are being sought for the Company;
1.7 that no contact, direct or indirect, in connection with your appraisal
of the Group will be made by you or on your behalf with any director,
officer or employee of the Group, or with any customer or supplier of
the Group, without, in any such case, our prior written consent; and
1.8 that no person gives any warranty or makes any representation as
to the accuracy or otherwise of the Confidential Information, save as
may subsequently be agreed.
This paragraph 1 does not exclude liability for, or any remedy in respect
of, fraudulent misrepresentation.
2 LIMITATIONS
Nothing in paragraphs 1.1 to 1.8 of this letter shall apply to any
information or Confidential Information:
2.1 which at the time of its disclosure is in the public domain;
2.2 which after disclosure comes into the public domain for any reason
except your failing, or failure on the part of any Disclosee, to
comply with the terms of this letter ;
2.3 which is disclosed by us or the Company, its directors, employees
or advisers on a non-confidential basis;
2.4 which was lawfully in your possession prior to such disclosure;
2.5 which is subsequently received by you from a third party without
obligations of confidentiality; or
2.6 which you or a Disclosee are required to disclose, retain
or maintain by law or any regulatory or government authority.
3 COMPANY’S OBLIGATIONS
In consideration of the representations and undertakings given by you
in this letter, we undertake and agree:
3.1 to disclose Confidential Information to you ;
3.2 to keep confidential and not to reveal to any person, firm or company
(other than persons within our group who need to know, our bankers
and professional advisers) the fact of your investigation into
the Group
or that discussions or negotiations are taking place or have been
taking place between us; and
3.3 confirm that any personal information contained or referred
to in any of the Confidential Information, has been obtained,
maintained and
handled and all relevant licences, authorities and consents have
been obtained in accordance with all applicable data protection
laws,
rules
and regulations.
4 GENERAL
4.1 This letter shall be governed by and construed in accordance with
Irish law [and the parties irrevocably submit to the non-exclusive
jurisdiction of the Courts of Ireland in respect of any claim,
dispute or difference
arising out of or in connection with this letter.]
4.2 The obligations in paragraph 1 of this letter will terminate
on [insert expiry date].
Please indicate your acceptance of the above by signing and returning
the enclosed copy of this letter as soon as possible.
Yours faithfully
*
[Name]
On copy:
We have read and agree to the terms of the above letter.
Signed by *
for and on behalf of
* LIMITED
Date: *
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