CONFIDENTIALITY AGREEMENT with respect to information to be provided for the Business:
Your Listing AND any other Businesses introduced to Me/Us by Lloyds Corporate Brokers. Having declared to you that, in general principle, I/We have a genuine interest in the above, we now request that, in your capacity as Business Broker and adviser to the Vendor, you supply us with a copy of an Information Memorandum (“The Memorandum”) describing the Vendor’s business. We undertake that the Memorandum will be used solely for the purpose in determining whether I/We wish to purchase the said business.
I/We agree that the Memorandum and any other material made available to Me/Us by Lloyds Business Brokers or the Vendor or the Vendor’s Accountants or Solicitors, or obtained through meeting with any of those parties, will remain strictly confidential, other than information already in the public domain, or which may become public knowledge in the future through sources other than me/us.
To maintain such confidentiality and in return for the material being made available to Me/Us we agree:
- The material will be distributed on a "need to know" basis only to Directors and Senior Executives of our Company/Organization, and that such Directors and Executives will be bound to the terms of this agreement and our Investors, Bankers, Financial and Legal Advisors;
- Not to make contact with the Vendor, or any staff, or customers of, or suppliers to the Business without having obtained authority from Lloyds Business Brokers who are not already customers or suppliers of our business;
- Any copies made of the material will be for the purpose of internal communication only and that a system will be instituted to facilitate the recovery of all such copies;
- To take all reasonable steps to delete digital copies of materials, and to return any physical copies of materials to Lloyds Business Brokers if we do not complete the purchase of the Business;
- I/We acknowledge that such information is of value and unauthorized disclosure, particularly that the Business has been offered for sale, may result in substantial damage to the Vendor.
- This Confidentiality Agreement shall terminate after two (2) years. Thereafter this Confidentiality Agreement and all of its provisions will be of no further force and effect.
I, the Undersigned, acknowledge that Lloyds Corporate Brokers as agents of the Vendor have not conducted any detailed examination of the Vendor’s financial records nor other relevant documentation and are therefore unable to give any warranties relating to the subject business. I will not rely on any representations made by any person on behalf of Lloyds Corporate Brokers, and I and/or my nominees will conduct such inspection of the said business and premises and the fixtures, fittings, plant and equipment, trade utensils, implements, stock, licences, permits, leases, contracts and records of financial transactions as I shall require to satisfy myself prior to Purchase.