Back to Back Agreement by BVCA
This document is a Back to Back Agreement, designed for a Recipient (such as a Finance Provider or professional adviser) to formally agree to the terms of an existing Confidentiality Letter. It ensures that the Recipient is bound by the same confidentiality obligations regarding information shared in connection with a proposed acquisition.
Back to Back Agreement
[On the Recipient Letterhead]
[the Buyer]
[address]
Date:
Dear Sirs
Project [•]
We refer to a confidentiality letter signed by [•] (the Buyer) in favour of [•] (the Seller) and the Seller's Group in connection with the proposed acquisition of [the Company] (the Proposed Transaction), dated [•], a copy of which is attached to this letter (the Confidentiality Letter). Words and expressions defined in the Confidentiality Letter shall have the same meaning when used in this letter. In the event of any inconsistency between the terms of this letter and the Confidentiality Letter, the terms of this letter shall prevail.
We confirm that we have been given and have read a copy of the Confidentiality Letter.
We are a Recipient for the purposes of the Confidentiality Letter. In consideration of the Buyer making Information available to us which is subject to the provisions of the Confidentiality Letter, we hereby agree:
to keep the Information confidential in accordance with the terms and conditions of the Confidentiality Letter;
that we will accept and will adhere to the full terms of the Confidentiality Letter as if we had been named as a party to it (albeit in our capacity as a [Finance Provider]), and had agreed to the terms of the Confidentiality Letter directly with the Seller; and
that the terms and conditions relating to the Information set out in the Confidentiality Letter shall apply mutatis mutandis to any other information provided to us by or on behalf of the Buyer or any of the Buyer's Affiliates in connection with the Proposed Transaction (including but not limited to any Information concerning the business and operations, commercial activities, suppliers, customers and any other business relations of the Buyer or any of the Buyer's Affiliates (the Buyer Information) and we agree to treat the Buyer Information as if it were Information for the purposes of the Confidentiality Letter.
[For the avoidance of doubt we shall not be required to comply with the obligations set out in paragraph 7.2(b) of the Confidentiality Letter.]¹
¹ To be included where Recipient is a Finance Provider or professional adviser.
This letter is governed by [English law].²
² Jurisdiction and governing law to correspond with such provision in Confidentiality Letter.
Yours faithfully
________________________
For and on behalf of
[Recipient]
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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