Sign me in automatically
Sign in here
Please read NDA to proceed
Confidentiality and Non-Disclosure Agreement
Conditions of Access
By accessing the following data site for the sale of site at Deansgrange Road, Deansgrange, Co. Dublin (the “Property”) (the “Data Room”) you acknowledge and agree to the terms that appear below, and these terms govern your use of the Data Room on each and every occasion that the Data Room is accessed by you.
By clicking on the “Accept” button below, you acknowledge that you are a “Recipient” and acknowledge that you have read, understood, and agree to be bound by the above terms, both in your individual capacity and to the extent possible for and on behalf of the Recipient.
We understand that the Recipient is interested in entering into discussions with the Discloser concerning the sale of the Property (the “Proposed Transaction ”).In consideration of the Discloser agreeing to make available to the Recipient certain information relating to the asset the subject of the Proposed Transaction and other confidential information the Recipient undertakes to the Discloser to comply with the terms set out in this Agreement.
(a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
(d) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(e) A reference to an Affiliate means another person who is controlled by a party hereto, which controls a party hereto or which is under common control with a party hereto.
(f) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
(g) Purpose means the use of Confidential Information in carrying out due diligence relating to the Property and/or the Proposed Transaction and any negotiations and discussions between the parties in relation to the Property and/or the Proposed Transaction.
(h) Data Protection Laws means the EU Data Protection Directive 95/46/EC and the EU Privacy & Electronic Communications Directive 2002/58/EC, any amendments and replacement legislation including the EU General Data Protection Regulation (EU) 2016/679 (GDPR), European Commission decisions, binding EU and national guidance and all national implementing legislation.
2. Confidential Information
2.1 Confidential Information means all confidential information relating to the Purpose which the Discloser or its representatives or any of its Affiliates directly or indirectly discloses, or makes available, to the Recipient or its representatives or any of its Affiliates, before, on or after the date of this agreement. This includes:
(a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;
(b) the existence and terms of this agreement;
(c) all confidential or proprietary information relating to the Property including but not limited to title documents, reports, valuations, database data, surveys, planning materials, books, records, accounts, memoranda, agreements, documents, correspondence and information in relation to any tenants of the Property.
(d) any information, findings, data or analysis derived from Confidential Information and
(e) any other information that is identified as being of a confidential or proprietary nature.
but excludes any information referred to in clause 2.2 .
2.2 Information is not Confidential Information if:
(a) it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or its representatives or by any of the Recipient's Affiliates in breach of this agreement (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);
(b) it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser;
(c) it was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not under any confidentiality obligation in respect of that information;
(d) it was lawfully in the possession of the Recipient before the information was disclosed by the Discloser; and
(e) the parties agree in writing that the information is not confidential.
3. Confidentiality obligations
3.1 In return for the Discloser making Confidential Information available to the Recipient, the Recipient undertakes to the Discloser that it shall:
(a) keep the Confidential Information secret and confidential;
(b) not use or exploit the Confidential Information in any way except for the Purpose;
(c) not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this agreement;
(d) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of the Discloser;
(e) not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business;
(f) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use;
(g) keep a written record of:
(i) any document or Confidential Information received from the Discloser in tangible form; and
(ii) any copies made of the Confidential Information;
3.2 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Discloser from time to time) to safeguard the Confidential Information from unauthorised access or use.
4. Permitted disclosure
4.1 The Recipient may disclose the Confidential Information to its Affiliates on the basis that it:
(a) informs those Affiliates of the confidential nature of the Confidential Information before it is disclosed;
(b) procures that those Affiliates comply with the confidentiality obligations in clause 3.1 as if they were the Recipient and
(c) keeps a written record of those persons.
4.2 The Recipient shall be liable for the actions or omissions of the Affiliates in relation to the Confidential Information as if they were the actions or omissions of the Recipient.
5. Mandatory disclosure
5.1 Subject to the provisions of this clause 5 , the Recipient may disclose Confidential Information to the minimum extent required by:
(a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
(b) the rules of any listing authority or stock exchange on which its shares arelisted or traded; or
(c) the laws or regulations of any country to which its affairs are subject.
5.2 Before the Recipient discloses any Confidential Information pursuant to clause 5.1 it shall, to the extent permitted by law, give the Discloser as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2 , the Recipient shall take into account the Discloser's requests in relation to the content of this disclosure.
5.3 If the Recipient is unable to inform the Discloser before Confidential Information is disclosed pursuant to clause 5.1 it shall, to the extent permitted by law, inform the Discloser of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
6. Return or destruction of Confidential Information
6.1 If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall promptly:
(a) destroy or return to the Discloser all documents and materials (and any copies) containing, reflecting, incorporating or based on the Discloser's Confidential Information;
(b) erase all the Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form;
(c) to the extent technically and legally practicable, erase all the Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
(d) certify in writing to the Discloser that it has complied with the requirements of this clause 6.1 .
6.2 Nothing in clause 6.1 shall require the Recipient to return or destroy any documents and materials containing or based on the Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 6.2 .
7. Reservation of rights and acknowledgement
7.1 The Discloser reserves all rights in its Confidential Information. The disclosure of Confidential Information by the Discloser to the Recipient does not give the Recipient or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this agreement.
7.2 Except as expressly stated in this agreement, the Discloser nor any of its representatives, employees or agents makes no express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.
7.3 The disclosure of Confidential Information by the Discloser shall not form any offer by, or representation or warranty on the part of, the Discloser to enter into any further agreement with the Recipient in relation to the Purpose.
8.1 The Recipient shall indemnify the Discloser and its Affiliates (each an Indemnified Person) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by each Indemnified Person arising out of or in connection with any breach of this agreement by the Recipient.
9. Inadequacy of damages
Without prejudice to any other rights or remedies that the Discloser may have, the Recipient acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement. Accordingly, the Discloser shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement by theRecipient.
10. No obligation to continue discussions
Nothing in this agreement shall impose an obligation on the Discloser to continue discussions or negotiations in connection with the Purpose, or an obligation on the Discloser to disclose any information (whether Confidential Information or otherwise) to the Recipient and that neither party shall be committed to the other party in any way, or obliged to enter in to any transaction, unless and until a further formal agreement is duly executed.
11. Ending discussions and duration of confidentiality obligations
11.1 If the Discloser decides not to continue to be involved in the Purpose with the Recipient, it shall notify the Recipient in writing immediately.
11.2 Notwithstanding the end of discussions between the parties in relation to the Purpose pursuant to clause 11.1 , each party's obligations under this agreement shall continue in full force and effect for a period of two years from the date of this agreement.
11.3 The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.
12. No partnership or agency
12.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13.1 Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
13.2 Entire agreement.
(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
13.3 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
(a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
(b) If any provision or part-provision of this agreement is deemed deleted under clause 13.5(a) , the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.6 Data Protection Laws
The Receipt confirms that it will comply with all Data Protection Laws in relation to its use of the Confidential Information.
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and may be delivered to the relevant party or parties or sent by pre-paid registered post to the address of that party specified in this Agreement or to that party's such other address as may be notified hereunder by that party from time to time to Knight Frank for this purpose and will be effective notwithstanding any change of address not so notified. Unless the contrary is proved, each such notice or communication will be deemed to have been given or made and delivered, if by post 48 hours after posting, if by delivery when left at the relevant address.
13.8 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.
Terms and Conditions
Privacy & Cookies