Confidentiality Agreement between LINK, the Vendor and * (Interested Party) this must be an individual's name, NOT a company name
1. I/We have approached LINK seeking to acquire the assets of the business with listing ID BOP00299; and/or any other business listed for sale from time to time by LINK referred to herein as (“Business” or “The Business”).
2. In consideration of LINK disclosing to me/us certain information about any Business including but not limited to its identity and any details as to its operation, financial accounts, trade secrets, employees, customers and suppliers("the Confidential Information"), I/we hereby agree and covenant to LINK and the Vendor (“Vendor/s”) of such Business/es:
a. not to disclose, distribute or permit to be communicated to any other person (except my/our accountant or legal advisor who I/we shall procure to covenant to abide by the terms of this Confidentiality Agreement (“Agreement”) the Confidential Information, unless expressly authorised in writing by the Vendor or by LINK;
b. not to use or attempt to use the Confidential Information for any purpose other than the evaluation of the Business for the purpose of purchasing same or do any act, thing or omission involving the use of the Confidential Information which may injure or cause loss to LINK or the Vendor or which may affect the carrying on of the Business;
c. not to approach the Vendor or the Vendor of any Business disclosed to me by LINK, or the Business' employees, customers or suppliers without prior approval and arrangement with LINK and to refer all queries through LINK; and
d. to immediately return to LINK the Confidential Information and not to retain any copies and to delete any electronic records including all emails and attachments relating to the Business, in the event that I/we decided not to conclude.
3. I/we acknowledge and agree that:
a. LINK is the introducing agent, and that all offers and deposits for any Business, shares or interest in an entity which owns any Business, or any asset of any Business will be conducted through LINK;
b. if I/we breach the above clause and buy directly or indirectly a Business or any interest in such Business, or as a result of a breach of clause 2, the Vendor withdraws the Business from the market and/or terminates LINK's authority to act on the sale of the business: then I/we will be jointly and/or severally liable to LINK for any loss incurred by LINK through such actions and agree that such loss as pre- liquidated damages would equal the Commission LINK would be entitled to from the Vendor;
c. if I/we breach clause 2 of this agreement, I/we undertake to indemnify LINK against any actions, proceedings, costs, claims, demands or liabilities which it may suffer as a consequence of that breach;
d. LINK has been engaged by the Vendors of the Businesses to sell same and enter into this Agreement on their behalf;
e. if I/we breach clause 2 of this agreement, then I/we will also be jointly and/or severally liable to the Vendor for any loss incurred by it as a result of the breach, including but not limited to tortious damages (including loss of profits), or in the alternative an account of profits and/or compensation for the value of the Confidential Information, such measure of damages to be at the election of the Vendor; as well as LINK's and/or the Vendor's solicitor-client costs in enforcing the breach of confidentiality under this agreement (including any application for interim and/or permanent injunctions to restrain any further breach of confidentiality under this agreement, or order for return of the Confidential Information or delivery up and/or destruction of any goods manufactured in breach of this Agreement); and
f. this Agreement applies to any Confidential Information provided to me/us in relation to any Business and I/we are bound to the provisions of this Agreement to both LINK and the Vendor of any such Business.
4. Acceptance by Electronic Mail: Execution of this Agreement and transmission between the parties by electronic signature and email response each to the other or their representative will constitute offer and acceptance and satisfy the requirements of Section 209 of the Contract & Commercial Law Act 2017.
5. I/we have been advised that before signing this Agreement, it is recommended that I/we seek legal advice before entering into same.