THIS AGREEMENT is made on the date of registration.
BETWEEN
1. CUSHMAN & WAKEFIELD DEBENHAM TIE LEUNG LIMITED, a limited company with registered number 02757768 and having its registered office at 125 Old Broad Street, London, EC2N 1AR(“C&W”); and
2. The individual or entity completing the registration process on the website and indicating agreement to this Confidentiality Agreement by clicking “Accept” (the “Recipient”).
WHEREAS
A. The Recipient is interested in acquiring Missenden Abbey, London Rd, Great Missenden HP16 0BD, (the "Property") from a third party (the "Seller").
B. C&W is the agent of the Seller in relation to the sale of the Property and as a consequence C&W has in its possession certain information relating to the Property.
C. In consideration of C&W making available Confidential Information (as defined below) to the Recipient, the Recipient agrees and undertakes on the terms of this Agreement.
IT IS HEREBY AGREED AS FOLLOWS:
- Definitions
In this Agreement:
(a) "Representatives" means all directors, officers, employees, agents, auditors, representatives, advisers, lawyers, accountants, consultants, financial and other professional advisers, and the singular shall mean any of them;
(b) "Confidential Information" means (i) information of whatever nature relating to the Property and the Seller, including without limitation all property, tenancy, financial, technical, operational, commercial, administrative, marketing, planning, staff, management, economic information and other information, data, experience and know-how (whether written, oral, pictorial or in any other form) and which is either directly or indirectly disclosed to the Recipient by C&W or its Representatives, or by the Seller; (ii) the existence and contents of this Agreement; (iii) all information and advice generated by the Recipient in connection with the Property; and (iv) the fact that the Recipient is considering purchasing the Property or an interest in the Property.
2. Confidentiality
2.1 Until the expiry of a period of 3 years from the date of this Agreement the Recipient acknowledges that the Confidential Information is confidential and is received by it under a duty of confidentiality to C&W and the Recipient undertakes as follows:
(a) that it will keep confidential all Confidential Information received by it;
(b) that it will not disclose any Confidential Information to any person other than:
(i) such of its directors, officers and employees as reasonably need to know the same for the purposes of determining whether it wishes to purchase the Property or an interest in the Property; and
(ii) such of its Representatives as it may notify to C&W from time to time; and
(c) it will only use the Confidential Information for the purpose of evaluating whether it wishes to purchase the Property or an interest in the Property.
2.2 The agreements and undertakings contained in this Agreement shall not apply to Confidential Information:
(a) which, at the date of its disclosure to the Recipient, is already public knowledge, or which subsequently becomes public knowledge other than as a result of a disclosure in breach of the terms of this Agreement by the Recipient; or
(b) which is lawfully in the Recipient’s possession prior to it being furnished to it by C&W; or
(c) which is received from a third party who is not prohibited from transmitting such information by a contractual, legal or fiduciary obligation; or
(d) to the extent that disclosure is required by any applicable law or order of a court of competent jurisdiction or by any supervisory or regulatory body.
2.3 In the event that the Recipient or any of its Representatives are requested or required by a governmental authority to disclose any Confidential Information, the Recipient will give C&W, to the extent not prohibited by law, rule or regulation or court or administrative order, prompt written notice of such request or requirement so that C&W may seek an appropriate order or other remedy protecting the Confidential Information from disclosure. The Recipient will cooperate with C&W in C&W’s efforts to obtain an order or other assurance that confidential treatment will be accorded such Confidential Information.
- 3. General
3.1 The Recipient further acknowledges and agrees that:
(a) damages may not be an adequate remedy for a breach of the terms of this Agreement and that C&W shall be entitled to seek any equitable or injunctive relief in relation to any breach or suspected breach of the agreements and undertakings herein contained;
(b) if any provision of this letter is prohibited or unenforceable in any jurisdiction in relation to the Recipient or C&W, the prohibition or unenforceability will not invalidate the remaining provisions or affect the validity or enforceability of the provision in relation to any other party or in any other jurisdiction;
(c) the Recipient will pay its own costs and expenses in connection with this Agreement and all discussions and negotiations relating to the Property with C&W;
(d) that this Agreement and the terms and undertakings herein are intended to confer a right on the Seller and that the Seller may enforce this Agreement directly against the Recipient; and
(e) the construction, validity and performance of this Agreement shall be governed by English Law and the Recipient hereby submits to the exclusive jurisdiction of the Courts of England.
By clicking “Accept” and registering, you confirm that you have read, understood, and accepted this Confidentiality Agreement.
