Confidentiality Agreement — Edwards Business Sales

This Confidentiality Agreement is entered into between Edwards Business Sales Limited (company number 17261822), whose registered office is at 1 Longmead Terrace, Bath, BA2 3WN, acting as agent for and on behalf of the owner of the business referred to by the reference number you have provided (the “Company”), referred to in this Agreement as “we”, “us” and “our”; and you, the person completing and submitting this form.

We understand that you wish to investigate the Company in consideration of whether to invest in or acquire it (the “Permitted Purpose”) and that you, your directors and employees, other potential syndicate members or other providers of finance, and your financial and professional advisers in relation to the Permitted Purpose (together, the “Disclosees”), will need access to Confidential Information.

“Confidential Information” means all information relating to the Permitted Purpose that we directly or indirectly disclose, or make available, to you or the Disclosees before, on or after the date of this Agreement. This may include the fact that discussions or negotiations are taking place concerning the Permitted Purpose and their status, the existence and terms of this Agreement, and all information relating to:

(a)     the Company’s business, affairs, customers, clients, suppliers, plans, intentions or market opportunities;

(b)    the Company’s operations, processes, product information, know‑how, technical information, designs, trade secrets or software;

(c)     any information, findings, data or analysis derived from Confidential Information; and

(d)    any other information that we identify as being of a confidential or proprietary nature.

1. In consideration of our agreeing to supply, and so supplying, the Confidential Information to you and agreeing to enter into discussions with you, you represent that you are a person who falls within Article 19 (disregarding paragraph (6) of that Article) or Article 49 (disregarding paragraph 2(e) of that Article) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and you undertake and agree as follows:

(a)     to hold the Confidential Information in confidence and not to disclose it or permit it to be made available to any person, firm or company (except to other Disclosees) without our prior written consent;

(b)    to use the Confidential Information only for the Permitted Purpose;

(c)     not to copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Permitted Purpose, and any such copies, reductions to writing and records shall belong to us;

(d)    not to 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;

(e)     to apply the same security measures and degree of care to the Confidential Information as you apply to your own confidential information, which you warrant as providing adequate protection from unauthorised disclosure, copying or use;

(f)      to ensure that each person to whom you disclose Confidential Information is made fully aware in advance of your obligations under this Agreement and, in the case of any third party, that you obtain (i) our prior written consent to the disclosure and (ii) an undertaking from that third party on terms equivalent to those in this Agreement;

(g)     that you shall be liable for any acts or omissions of the Disclosees in relation to the Confidential Information as if they were your own;

(h)    if requested by us in writing at any time, promptly to: (i) destroy or return to us all documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; (ii) erase all Confidential Information from your computer and communications systems and devices; (iii) so far as technically and legally practicable, erase all Confidential Information held in electronic form on third‑party systems and storage; and (iv) certify in writing that you have complied with this paragraph, save for any Confidential Information you are required to retain by law or by a regulatory authority;

(i)      to keep confidential and not reveal to any person (other than Disclosees) the fact of your investigations into the Company, or that discussions or negotiations are taking place or have taken place, or that potential investors or acquirers are being sought for the Company; and

(j)      that no person gives any warranty or makes any representation as to the accuracy or otherwise of the Confidential Information, save as may subsequently be agreed in writing. This paragraph 1 does not exclude liability for, or any remedy in respect of, fraudulent misrepresentation.

2. Nothing in paragraph 1 applies to any information which: (a) is in the public domain at the time of disclosure; (b) later comes into the public domain other than through breach of this Agreement by you or a Disclosee; (c) the parties agree in writing is not confidential; (d) was lawfully in your possession before disclosure; (e) is subsequently received by you from a third party without obligations of confidentiality; or (f) you or a Disclosee are required to disclose, retain or maintain by law or by any regulatory or government authority.

3. In consideration of your undertakings, we agree to keep confidential and not to reveal to any person (other than persons within our group who need to know, and our bankers and professional advisers) the fact of your investigation into the Company or that discussions or negotiations are taking place or have taken place between us.

4. For the purposes of all applicable data protection legislation in force in the UK from time to time (including the Data Protection Act 2018 and the UK GDPR), each party shall act as a data controller in relation to any personal data contained in the Confidential Information, and each party shall comply with that legislation in connection with this Agreement. Neither party shall, by act or omission, cause the other to breach that legislation.

5. You acknowledge that damages alone would not be an adequate remedy for any breach of this Agreement and that we shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach.

6. Nothing in this Agreement obliges us to continue discussions or negotiations in connection with the Permitted Purpose, or to disclose any information to you.

7. You shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any breach of this Agreement by you or any Disclosee.

8. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.

9. This Agreement is governed by English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with it.

10. The obligations in this Agreement terminate 18 months after the date on which discussions relating to the Permitted Purpose cease.

By completing the fields below and ticking “I agree to the above Confidentiality Agreement”, you confirm that you have read, understood and accept this Agreement.