Datasite Access Terms and Conditions- NON-DISCLOSURE AGREEMENT
This datasite relates to the property known as Garden House, Kensington, W2 (the Property) the freehold proprietor of which is CEDH Investments Ltd. By clicking ‘Confirm’ you agree to abide and be bound by the following terms and conditions:
- This datasite contains confidential documents (the Documents) and information of a confidential nature. Any reference in these terms and conditions to Confidential Information includes copies of any such information and is to the whole or any part or parts of the relevant Confidential Information as the context permits.
- You will not use the Confidential Information or the Documents for any purpose other than the evaluation of the Property and/or for the purposes of negotiating any legal agreement for the purchase of the Property.
- Notwithstanding the above, you shall not use the Confidential Information in any way which is detrimental to, or in competition with, CEDH Investments Ltd.
- You will keep and procure to be kept secret and confidential all the Confidential Information and Documents and all other secret or confidential information relating to the Property or the potential purchase of the Property and will not in any circumstances disclose or solicit or permit the disclosure of any of those items to any third party and you will procure that only those persons directly involved in the consideration of the purchase of the Property and whose knowledge of that information is essential for that purpose are given access to the Confidential Information and in any event you will procure that each person to whom disclosure of any of the Confidential Information is made adheres to these terms and conditions and you accept responsibility for those persons accordingly.
- You will not reproduce any of the Confidential Information, and you will not make a copy or copies of any Documents. You will keep any printed Documents secret and confidential in accordance with these terms and conditions, and will (subject to term 6 below) destroy immediately on request, or in the event that you do not bid to purchase the Property or your bid is unsuccessful or any subsequent negotiations in connection with the purchase of the Property terminate, any printed copies of all Documents and any Confidential Information.
- Term 5 above does not:
prevent professional advisers from retaining one set of any Documents and Confidential Information if required to do so in order to comply with the rules of any professional bodies having jurisdiction or authority over them, provided that all such Documents and Confidential Information are kept confidential; or require the deletion of automated back-up files and it is sufficient compliance with term 5 above (in relation to soft copies of Confidential Information) for the main operating files to be deleted notwithstanding these may be backed-up automatically for data security purposes, subject to the proviso that back-up files shall not be used or accessed for any purposes which may contravene these terms and conditions; or prevent you retaining one set of any Documents and Confidential Information if you are required to do so by any competent judicial, governmental, regulatory or similar body or the rules or regulations of any listing authority or stock exchange on which your securities are listed or traded or for the purposes of any audit.
- In the event of breach by you of these terms and conditions, you acknowledge that damages may not be an adequate remedy in view of the difficulty in placing a monetary value on the Confidential Information or the effect of its unauthorised disclosure, and CEDH Investments Ltd will be entitled, and you will raise no objection, to CEDH Investments Ltd seeking the remedies of injunction, specific performance and/or other equitable relief for any threatened or actual breach of these terms and conditions.
- You acknowledge that you will not hold CEDH Investments Ltd, the Nominees or the Depositary, nor any of their respective advisers, officers or employees responsible or liable for the accuracy or completeness of, and you will be responsible for making your own evaluation of, the Confidential Information and Documents.
- Where relevant, references to you in these terms and conditions includes reference to the company, partnership or entity which employs or engages you.
- These terms and conditions apply to all Confidential Information and Documents which are not in the public domain, or which enter the public domain solely or in part by your actions in breach of these terms and conditions. These terms shall continue to apply until all the Confidential Information and Documents are in the public domain.
- These terms and conditions constitute a binding undertaking by you with CEDH Investments Ltd on your accessing the datasite, the consideration for which is the supply by CEDH Investments Ltd of the Confidential Information and the agreement by you to be bound by these terms and conditions.
Please confirm that you have read and understood this disclaimer before continuing. If you are not willing to continue please contact: Name firstname.lastname@example.org +44 (0)20 7123 4567 or Name email@example.com +44 (0)20 7123 4567