Non Disclosure Agreement (Letter)
This document is a pro-forma confidentiality letter, also known as a non-disclosure agreement, designed for potential investors or acquirers. It outlines the terms under which confidential information about a company or group will be disclosed and used for a permitted purpose, typically in connection with a transaction. The letter includes undertakings regarding the handling, disclosure, and return of confidential information.
IMPORTANT NOTE
Consider carefully the definition of "Permitted Purpose" and "Confidential Information". If information about the business opportunity is used by the potential investor to effect a transaction which is different from the one contemplated by the letter (for example, by using a different management team, business plan or transaction structure), the terms of this letter may be breached and therefore a waiver or release should be sought before proceeding any further (see Vercoe v Rutland Fund Management Ltd [2010] All ER (D) 79).
BVCA - PRO-FORMA CONFIDENTIALITY LETTER
To: [name] Limited
Dear Sirs
We understand that you wish to investigate the business of [name of company] [(the "Company")] [and of its subsidiaries (together the "Group")] [in connection with [insert nature of transaction] (the "Permitted Purpose")] and that you, your directors and employees, other potential equity providers or other providers of finance and your financial and professional advisers in relation to the Permitted Purpose, (together referred to as the "Disclosees"), will need access to certain information relating to the [Company/Group] (the "Confidential Information") [including, without limitation:].
In consideration of our agreeing to supply, and so supplying, the Confidential Information to you and agreeing to enter into discussions with you, you hereby 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 undertake and agree as follows:
(a) to hold the Confidential Information in confidence and not to disclose or permit it to be made available to any person, firm or company (except to other Disclosees) without our prior [written] consent;
(b) only to use the Confidential Information for the Permitted Purpose;
(c) to ensure that each person to whom disclosure of Confidential Information is made by you is fully aware in advance of the confidential nature of the information and your obligations under this letter and that in the case of other potential equity or finance providers, each such person gives an undertaking in respect of the Confidential Information, in the terms of this letter;
(d) upon written demand from us either to return the Confidential Information and any copies of it or to confirm to us in writing that, save as required by law, regulation, professional standards or compliance requirements, it has been destroyed. Further, you will not be required to destroy computer back up copies retained for security purposes. You shall not be required to return reports, notes or other material prepared by you or other Disclosees or on your or their behalf which incorporate Confidential Information (“Secondary Information”) provided that the Secondary Information and any other Confidential Information retained as required by law, regulation, professional standards or compliance requirements is kept confidential;
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