Draft for legal review
Purpose
This agreement protects confidential information disclosed in connection with a possible acquisition, investment or business sale introduced through ExEx.
Confidential Information
Confidential Information includes non-public commercial, financial, operational, technical, customer, supplier, employee and transaction information, whether supplied in writing, electronically, orally or by inspection, together with analyses derived from it.
Obligations
- Use Confidential Information only to evaluate or progress the proposed transaction.
- Keep it secure and disclose it only to representatives who need it for that purpose and are bound by appropriate confidentiality obligations.
- Do not contact employees, customers, suppliers or other stakeholders about the proposed transaction without the Vendor's or ExEx's prior approval where required.
- Do not copy or retain information beyond what is reasonably required for evaluation.
Exclusions
The obligations do not apply to information that is demonstrably public other than through breach, already lawfully known without restriction, lawfully received from a third party, independently developed, or required to be disclosed by law or a competent authority.
Return or destruction
On request or when discussions end, Confidential Information should be returned or securely destroyed, subject to legal, regulatory or automatic-backup retention requirements.
No commitment
Disclosure of information does not oblige either party to proceed with a transaction and does not constitute a warranty as to the information. Any warranties will arise only under definitive transaction documents.
No circumvention
A recipient introduced to a transaction through ExEx must not knowingly bypass ExEx in order to avoid properly due fees or contractual obligations arising from that introduction.
Duration and law
Confidentiality obligations continue for the period stated when the NDA is accepted; if no period is stated, a legally reviewed default should be inserted before launch. The agreement is governed by the laws of England and Wales unless expressly agreed otherwise.