This confidentiality agreement is entered into in connection with the envisaged sale (« the Transaction ») of the above mentioned property. Kuoni Mueller & Partner is acting as exclusive advisor in the Transaction.
You have expressed interest in a potential purchase of the Property. In view of the fact that we and the Seller have provided and shall provide you with information regarding the Property, you provide the following commitments to us and the Seller by accepting this confidentiality agreement:
- This confidentiality agreement sets out the terms under which KMP and the Seller have provided or will provide you (including your representatives, responsible individuals, board members, company officers or any other employee, partner, shareholder, consultant, agent or advisor (collectively, the «Representatives»)), either in written, oral, visual or electronic form, with certain financial, operational, legal and other information or data pertaining to the Property and the Transaction (the «Transaction Data»).
- Unless otherwise explicitly stated in this confidentiality agreement, you and your Representatives shall keep the Transaction and the Transaction Data confidential and shall not be permitted to divulge Transaction Data in any manner, whether directly or indirectly, whether all or in part, without our prior written consent or the prior written consent of the Seller.
- An exception to this confidentiality agreement is regarding data that has already been or will be known to you on a non-confidential basis, or data that has been or will be publicly known through no fault and by reason other than a breach of this confidentiality agreement.
- You hereby acknowledge that the Transaction Data shall only be used for the examination and potential negotiations regarding the Transaction. In particular, the Transaction Data shall not be used to the detriment of the Seller or its associated companies, neither directly nor indirectly.
- You may only divulge Transaction Data to such of your Representatives who require this data for evaluating and/or negotiating the Transaction and who have been informed by you about the confidential nature of the Transaction Data. Your Representatives are obligated to act in accordance with the terms of this confidentiality agreement. In the event that you or any of your Representatives become legally compelled to disclose any of the Transaction Data, you will provide us with the information to be disclosed as far in advance as practicable. Without impairing any other provision hereof, you will promptly advise us of any prohibited disclosure or other breach of this confidentiality agreement.
- In the case that your participation in the evaluation process terminates and if at any time we or the Seller so request, you are obligated to destroy all originals and copies of the Transaction Data as well as other information that was compiled on the basis of the Transaction Data without delay. In accordance with the terms of this confidentiality agreement, you and your Representatives shall continue to keep any oral Transaction Data confidential. You will confirm in writing that you have complied with said provision upon our request. Legal requirements for the retention remain exempted.
- KMP has carefully collected and created the transaction data, based on publicly available and proprietary information provided to the best of our knowledge. You acknowledge that neither KMP, nor the Seller, nor any of our affiliates or affiliates or their agents guarantee the accuracy, completeness or usefulness of the Transaction Data. KMP, the Seller and our affiliates expressly disclaim any obligations arising from errors or omissions in relation to the Transaction Data, to the extent permitted by law. In the case of execution of the transaction, only the warranties and guarantees explicitly stated in the purchase contract apply.
- You also acknowledge that you can be excluded from the transaction process without giving reasons. This transaction process or the conduct of negotiations can be freely designed or changed by the seller at any time. The transaction can also be negotiated with multiple prospects at the same time or in rapid succession. An agreement in relation to the transaction will not be binding until a signed formal agreement has been signed and exchanged. The seller is not obliged to negotiate or conclude a transaction.
- You will be responsible for all costs, expenses and fees incurred as part of the evaluation of the property (s) and / or the preparation of the transaction.
- You acknowledge that you will not assert or otherwise pretend that the Seller or KMP has given you a broker, agent, or similar mandate. The seller and KMP disclaim any form of payment of broker or consultant fees.
- This confidentiality declaration is valid as long as there is a confidentiality interest in the transaction data, but at least for 2 years from confirmation of this declaration.
- This declaration of confidentiality is subject to Swiss law. The exclusive place of jurisdiction for all disputes arising from this confidentiality agreement or otherwise in connection with the confidentiality agreement is Zurich.