BUSINESS ENTITY NON-DISCLOSURE AGREEMENT
This Business Entity Non-Disclosure, hereinafter called the “Agreement”, is between
_________________________, hereinafter called the “Recipient”, who will receive
information concerning _________________________, hereinafter called the “Business
Entity”.
As a condition, the Recipient agrees to treat any information concerning the business,
which is furnished to the Recipient, by the provisions of this agreement, and to take, or
abstain from taking; specific actions as set out below:
1. The Recipient recognizes and acknowledges the competitive value and confidential
nature of internal, non-public, financial, and client information now and hereafter
furnished or obtained by the Business Entity or representatives, as well as the
damage which could result to the Business Entity if any of this information is
disclosed to any third party.
2. The Recipient hereby agrees that any and all confidential or proprietary information
will be used solely for the possible acquisition of the Business Entity, and that the
Recipient or its directors, officers and employees will not disclose to any third party
any of the material now or hereafter received or provided, however, that any such
information may be disclosed to the Recipient’s accountants, attorneys and other
confidential advisers who “need to know” such information for assisting in the
possible acquisition and furthermore will be advised by the Recipient of the
confidential nature of such information.
3. In addition, unless there is the written consent of the Business Entity, the Recipient
will not, and nor will their representatives or advisers, disclose to any third party the
fact that discussions or negotiations are taking place concerning the possible
acquisition of the Business Entity, including the status thereof except as the
Recipient may be required by law or in any shareholder agreement. Furthermore,
no disclosure or information will be sought from any person or the staff of the
business without prior authorization from the Business Entity.
4. In the event that the Recipient does not proceed with an offer or the acquisition of
the Business Entity, within a reasonable time, the Recipient shall promptly return to
the Business Entity all information and materials containing or reflecting the
information of the Business Entity and will not retain any copies, extracts or other
reproductions of such information. This includes, but is not limited to, all documents,
memoranda, notes and other writings prepared by the Recipient and their advisers
based on the information and shall also be returned to the Business Entity unless
the Business Entity agrees that they may be retained by the Recipient, in which
case they shall be kept confidential and not disclosed or given to any third party for
any purpose.
5. Furthermore, in the event that the Recipient does not proceed with an offer or the
acquisition of the Business Entity, the Recipient shall not use any of the non-public
information now or hereafter received or obtained from any vendor of the Business
Entity (or any related entity) with respect to any of the financial affairs of the
Business Entity in furtherance of the Recipient’s own business (except in
