Project : 1st Way Campus
You have requested that Colliers provide you with access to the data room providing confidential information on the project known as the 1st way Campus, Wembley Park, London, referred to in this letter as the “Subject Site”. In consideration of Colliers International and their client in this matter (referred to in this letter as “the Agent”), making available to you certain information, you hereby agree and undertake to the Agent for yourselves that:
All information of whatsoever nature relating to the Subject Site, including the existence and the contents of this letter, which is disclosed to you (which information is referred to in this letter, collectively and individually, as “Confidential Information”) shall be held in complete confidence by you and shall not, without prior written consent of the Agent, be disclosed to any other person, nor used for any purpose, other than in connection with the evaluation and negotiation of a purchase of the Subject Site.
This obligation to maintain the confidentiality of Confidential Information shall apply whether or not you complete the Subject Site transaction and will continue for a period of one year. However, your obligation does not apply to Confidential Information all of which is generally available to the public or all of which is lawfully in your possession and was not acquired directly or indirectly from the Agent, or which relates to the Subject Site and has become your property following successful completion of the site purchase, or the disclosure of which is required by any applicable law or by any supervisory or regulatory body (having the status of a public or semi-public authority, and not, for the avoidance of doubt, having authority of a private, contractual nature) to whose rules you are presently subject.
You will not disclose Confidential Information to any person other than those who are directly concerned with the Subject Site and who need to know such information for the purpose of evaluating and negotiating the proposed transaction without our prior written consent.
No announcement or disclosure of your interest in investing in the Subject Site will be made or solicited by you or on your behalf without our prior written consent unless such announcement or disclosure is required by law or by any supervisory or regulatory body (having the status of a public or semi-public authority, and not, for the avoidance of doubt, having authority of a private, contractual nature) to whose rules you are subject.
If any proceedings are commenced or action taken which could result in, you becoming compelled to disclose Confidential Information you will immediately notify the Agent of such proceedings.
You will immediately upon receipt of a written demand from the Agent return all Confidential Information (and all and any copies thereof or of any part thereof), expunge all Confidential Information from any computer, word processor or other similar device and destroy all notes, analyses or memoranda containing or reflecting or derived from Confidential Information.
You will procure that your employees each act, or omit to act, as if he or she had agreed with you in the same terms mutatis mutandis as this letter. This letter constitutes your acknowledgement and agreement that:
The furnishing of Confidential Information to you will not constitute an offer nor the basis of any contract or representation which may be relied upon by you. We do not make or are to be taken as making any representation or warranty, whether express or implied or as to accuracy or completeness or otherwise of any Confidential Information, and that we have no liability for the use of Confidential Information by you.
The terms of this letter and your obligations and undertaking thereunder shall be governed by and construed in accordance with English law. You hereby submit to the non-exclusive jurisdiction of the High Court of Justice in London, England.
You agree to and accept the terms of this letter by following the procedure for acknowledging you have read and accept the terms of the NDA as part of gaining access to the 1st Way Campus data site.