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UK Confidentiality Agreement (Competitor)

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Before you enter into discussions with a competitor in respect of a potential acquisition or joint venture, have them sign this UK Competitor Confidentiality Agreement. - This Agreement is a binding legal obligation which prohibits the competitor from using your proprietary and confidential information for any purpose outside of the due diligence review process. - The competitor also agrees not to solicit your customers or your employees. - This template can be used throughout the United Kingdom. This UK Confidentiality Agreement (Competitor) template can be downloaded and customised to meet your particular needs.

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  • pg 1
									                    CONFIDENTIALITY AGREEMENT (UK)
                                  [For use with competitor.]

THIS AGREEMENT made effective as of the _____ day of ______________, _______.

BETWEEN:

                                  [NAME OF COMPANY]
                                     (the “Company”)

                                            - and -

                            [NAME OF INTERESTED PARTY]
                                 (the “Interested Party”)

WHEREAS:

A.     The Company is in the business of [describe the nature of the business] (the
       “Business”);

B.     The Interested Party is also in the business of [describe the nature of the business];

C.     The Interested Party is interested in investigating the Business for the purpose of
       potential acquisition or joint venture (the “Opportunity”);

NOW THEREFORE, in consideration of the Company agreeing to discuss the Business and
Opportunity with the Interested Party, and otherwise disclosing particulars of the Business
and Opportunity to the Interested Party, the parties hereby undertake and agrees as follows:

1.     Scope of This Agreement: The parties agree that this Agreement is only for the
purposes of protecting each party’s confidential information and each party's business
opportunities. Any agreement between the parties as to any sale of the Business or joint
business activities will be set out in specific subsequent written agreements.

2.    Supersedes Prior Agreements: This Agreement supersedes any prior agreements
between the parties with respect to confidentiality obligations or the subject matter of this
Agreement.

3.      Secret Negotiations: Each party undertakes and agrees not to disclose to any person
(other than its professional advisors and most senior executives, who will be deemed to be
bound by this Agreement), that the Business might be for sale or that the Interested Party is
engaging in discussions with Company management and/or shareholders regarding a
potential acquisition of the Business or joint venture with the Company. Notwithstanding the
forgoing, the parties acknowledge that rumours do circulate in the industry notwithstanding
the best efforts of the parties and that no party will be accountable for rumours or information
about these negotiations that circulate through no fault of that party.

4.      Confidential Information: The term “Confidential Information” shall include but
shall not be limited to these negotiations, the existence of this Agreement, and all confidential
or proprietary information or trade secrets furnished by one party to the other with respect to
the Business, the Opportunity or a potential joint venture, whether in oral, written, graphic or
                                               -2-

machine-readable form, and all copies or reproductions thereof, including but not limited to
business plans, marketing plans, financial statements or projections, product or service
outlines, processes, procedures, customer lists, supplier lists, employee and independent
contractor information. The term “Confidential Information” shall not include such
information and data as the parties agree in writing is not proprietary or confidential, or
information made available to the general public by the disclosing party, or information
which lawfully comes into the hands of a party from a third person who was permitted to
disclose the information. Confidential Information shall at all times remain the exclusive
property of the disclosing party.

5.      Non-Disclosure: Each party agrees to hold the Confidential Information it receives
from the other party in confidence and not to show or disclose it to any third parties except as
expressly permitted by the disclosing party in writing. Each party will use reasonable means,
not less than the means it uses to protect its own proprietary information, to safeguard the
Confidential Information of the other party. No party shall at any time copy, duplicate, record
or otherwise reproduce or transcribe the Confidential Information of the other party nor any
part thereof without the other party’s prior consent. Each party shall limit the use of and
access to the Confidential Information of the other party to its bona fide employees or
professional advisors whose use or access is necessary. Each party shall be responsible for
any use or disclosure of the other party’s Confidential Information by any of its emp
								
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