Conditions of Access
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Unit 6, Ard Oran, Oranmore Business Park, Co. Galway (The Property)
BETWEEN:
1 Aviva Life & Pensions Ireland Designated Activity Company, of Building 12, Cherrywood Business Park, Cherrywood, Dublin 18 (the Disclosing Party); and
2 The party having confirmed acceptance of the terms of this Confidentiality and Non-Disclosure Agreement (the Receiving Party).
(each a Party, together being the Parties)
WHEREAS:-
1 The Disclosing Party may enter into discussions / negotiations concerning the potential sale of the Property to the Receiving Party (the Proposed Transaction).
2 The Parties have agreed to comply with this Agreement in connection with the disclosure and use of certain information relating to the Property the subject of the Proposed Transaction and other Confidential Information.
NOW IT IS HEREBY AGREED as follows:
1 Interpretation
1.1 In this Agreement:
1.1.1 Confidential Information means any information or data relating to the Property and the Proposed Transaction or any of the parties on the title to the Property, including without limitation, all documents disclosed in the data room for the Proposed Transaction and any and all designs, specifications, drawings and other technical or personal data relating to or concerning the Property and/or a Party to this Agreement or any of the parties on the title to the Property, including any information made available in the course of any negotiations, meetings, discussions or otherwise and any notes, analyses, reports, memoranda or other work product prepared by the Receiving Party containing, reflecting or derived from the Confidential Information and/or, in any case whether disclosed in written, oral, electronic or other tangible or intangible forms, and however recorded, preserved or disclosed, and whether disclosed directly by one Party to this Agreement to another Party to this Agreement or by a third party on behalf of a Party to this Agreement and whether disclosed before or after the date of this Agreement and may include information received from third parties acting in cooperation with or for the Disclosing Party.
1.1.2 Data Protection Laws mean all applicable data protection laws including the General Data Protection Regulation (Regulation (EU) 2016/679) including any amendments thereto or any corresponding or equivalent national laws or regulations and any applicable consequential national data protection legislation and guidance and codes of practice issued by any relevant European data protection supervisory authority, including the Irish Data Protection Commissioner and the European Data Protection Board.
2 Protection of Confidential Information
2.1 Confidential Information will be used by the Receiving Party exclusively for the purposes of the Proposed Transaction and the Confidential Information will not be disclosed to any third party other than as permitted under Clause 2.2 and the Receiving Party shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party maintains in order to provide adequate protection of its own confidential information against unauthorised disclosure, copying or use.
2.2 The Receiving Party shall ensure that disclosure of the Confidential Information by any means (including without limitation by means of e-mail communication) is restricted to its employees, agents, or advisors with a need to know the same in connection with the Proposed Transaction and shall ensure that each such person is made aware of the confidential nature of the Confidential Information and is bound by confidentiality obligations similar to those contained in this Agreement. The Receiving Party shall be responsible for all breaches of this Agreement committed by any such persons as though they were a party hereto and any action to enforce any such breach shall be brought against the Receiving Party only.
2.3 The Receiving Party shall not divulge or permit to be divulged, directly or indirectly, the Confidential Information of the Disclosing Party, in whole or in part, and by any means, to any third party other than to any of the directors, officers, employees, agents and advisors of the Receiving Party.
2.4 The Receiving Party agrees that if it becomes aware of any breach of the terms of this Agreement it shall promptly notify the Disclosing Party of the same and shall use all reasonable endeavours to prevent the occurrence of any further breach of the terms hereof.
3 Exceptions
3.1 The foregoing obligations shall not apply to any Confidential Information which:
3.1.1 is in the public domain at the time of disclosure or later becomes in the public domain through no fault of the Receiving Party;
3.1.2 can be reasonably shown to have been lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
3.1.3 is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligations in favour of the Disclosing Party or from any third party who was subject to any such obligation and who was entitled to disclose such information as a matter of right, without any restriction on disclosure and/or use in favour of the Disclosing Party.
3.2 It shall not be a breach of this Agreement to disclose the Confidential Information to the extent that this is required by applicable law or by an order or direction of a court of competent jurisdiction or of any stock exchange, governmental department or agency or other regulatory body (in which case the Receiving Party will give the Disclosing Party as much prior written notice thereof as reasonably practicable and disclosure will be made only to the extent required, and subject to the person(s), bodies or entities to whom the information is so disclosed being bound by obligations of confidentiality to the extent reasonably possible).
4 Data Protection
4.1 The Receiving Party shall at all times comply with their obligations under the Data Protection Laws to the extent that such Data Protection Laws apply to them in connection with the performance of their obligations or exercise of their rights under this Agreement.
5 Acknowledgment
5.1 Each Party acknowledges and agrees that the Confidential Information may not be accurate or complete and the Disclosing Party makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness. The Receiving Party acknowledges that all information, including without limitation all Confidential Information, provided by or on behalf of the Disclosing Party is provided on a non-reliance basis and it shall not be under any obligation to update or correct any inaccuracy in any Confidential Information or shall not be otherwise liable in respect of any inaccuracy in the Confidential Information.
5.2 The Receiving Party acknowledges that damages alone would not an adequate remedy for any breach of the terms of this Agreement. Accordingly, the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
6 No Commitment
The Parties mutually acknowledge that, except for this Agreement, no Party shall be committed to another Party in any way, or obliged to enter into any transaction, unless and until a further formal agreement is duly executed and delivered and that no Party is obligated in any way to enter into any such agreement. The Disclosing Party reserves the right to negotiate with one or more parties at any time and to enter into a definitive agreement in respect of the Proposed Transaction without notice to the Receiving Party or any other person.
7 Governing Law
This Agreement and any dispute, controversy, proceeding or claim whatsoever arising out of or in any way relating to it or its formation shall be governed by and construed in accordance with Irish law and each Party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.
8 Acceptance
By accessing the Website, Viewers acknowledge (or are deemed to acknowledge) that they have read, understand, and agree to the terms and conditions set out in this Confidentiality and Non-Disclosure Agreement.