NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is entered into as of the date on which access to the data site is requested, by and between:
Disclosing Party: Lisney Limited, with its principal address at 7th Floor, St Stephen's Green House, 3 Earlsfort Terrace, Saint Kevin's, Dublin 2 ("Disclosing Party"); and
Receiving Party: The individual or entity requesting access to the data room("Receiving Party").
Collectively, the “Parties” and each, a “Party.”
1. Purpose
The Receiving Party is interested in reviewing certain confidential and proprietary information made available through a secure data site in connection with evaluating the sale of the subject property (the “Purpose”).
2. Definition of Confidential Information
“Confidential Information” means all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, or electronic, including but not limited to documents, financial information, reports, technical data, business plans, or any information accessible through the data site.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
a. Use the Confidential Information solely for the Purpose;
b. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its representatives (e.g., employees, agents, or advisors) who need to know such information for the Purpose and are bound by obligations of confidentiality;
c. Take reasonable measures to protect the confidentiality and avoid unauthorized disclosure of the Confidential Information.
4. Exclusions
Confidential Information does not include information that:
a. Is or becomes publicly available without breach of this Agreement;
b. Was lawfully known to the Receiving Party before disclosure;
c. Is disclosed to the Receiving Party by a third party lawfully entitled to make such disclosure;
d. Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
5. Term and Return of Information
This Agreement shall remain in effect for a period of ten (10) years from the date of disclosure. Upon request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, and certify such return or destruction.
6. No License or Obligation
Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. This Agreement does not obligate either Party to proceed with any transaction.
7. Governing Law
This Agreement shall be construed and interpreted by the laws of Ireland and the Irish courts shall have exclusive jurisdiction.
8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date the request for access to the data site is made.