NDA / Confidentiality Agreement for Contract for Sale

The NDA / Confidentiality Agreement for Contract for Sale is a document that is entered into between two parties, namely the seller (referred to as Party 1) and the buyer (referred to as Party 2), for the purpose of maintaining confidentiality and protecting sensitive information related to a proposed transaction. The document begins by highlighting the importance of confidentiality in the discussions, documents, and information exchanged between the parties.

 

The document consists of several sections, each serving a specific purpose. The first section, titled 'Confidentiality of Discussions, Documents, and Information,' defines the term 'confidential information' and outlines the obligations of both parties to keep such information confidential. It emphasizes that the confidential information should not be disclosed to any third parties, except for specific purposes related to the proposed transaction.

 

The second section, titled 'Permitted Disclosure,' allows the buyer to disclose the confidential information to their representatives and potential funders or financiers, provided that certain conditions are met. These conditions include informing the recipients about the confidential nature of the information and ensuring their compliance with the obligations stated in the agreement.

 

The third section, titled 'Return, Deletion, or Withdrawal of Confidential Information,' specifies that the buyer must comply with any requests from the seller to destroy or return all documents and materials containing the confidential information. It also requires the buyer to erase the confidential information from their computer systems and provide written certification of their compliance.

 

The fourth section, titled 'Inspections of the Property,' outlines the procedures for the buyer to inspect the property or conduct valuations and surveys. It states that such visits must be arranged through the seller's property agent and may only be conducted during specified hours and in the presence of the seller's representatives.

 

The fifth section, titled 'Enquiries of Third Parties,' allows the buyer to make pre-contract searches and enquiries of statutory bodies or other organizations for their due diligence exercise. However, it restricts the buyer from contacting the landlord or any occupiers of the property without the seller's consent.

 

The sixth section, titled 'Confidentiality of Reports,' states that if the proposed transaction does not proceed, the buyer must keep confidential and not use any reports, valuations, or other documents obtained during the due diligence process.

 

The seventh section, titled 'Exceptions to the Obligations in this Letter,' lists certain circumstances where the obligations of confidentiality and non-disclosure do not apply. These include information that becomes publicly available, information already known to the buyer, information obtained from a third party not bound by a confidentiality agreement, and information required to be disclosed by law or regulatory authorities.

 

The eighth section, titled 'Announcements,' prohibits the buyer from making any announcements regarding the proposed transaction without prior agreement with the seller.

 

The ninth section, titled 'Duration of the Obligations in this Letter,' specifies that the obligations stated in the agreement will continue to apply for a period of five years from the date of the agreement.

 

The tenth and final section, titled 'Entire Agreement,' states that the agreement constitutes the entire agreement between the parties and supersedes any previous agreements or arrangements. It also includes a disclaimer regarding the accuracy and completeness of the confidential information and reserves the seller's right to assign the obligations to a third party.

 

In summary, the NDA / Confidentiality Agreement for Contract for Sale is a comprehensive document that aims to protect the confidentiality of information exchanged between the seller and the buyer during a proposed transaction. It covers various aspects such as the definition of confidential information, permitted disclosure, return of information, property inspections, enquiries of third parties, exceptions to confidentiality obligations, announcements, duration of obligations, and the entire agreement between the parties.

How to use this document?

To effectively use the NDA / Confidentiality Agreement for Contract for Sale, follow the steps below:

1. Understand the purpose: Familiarize yourself with the importance of maintaining confidentiality in the discussions, documents, and information related to the proposed transaction.

2. Define confidential information: Clearly identify the information that falls under the category of confidential information, including details about the proposed transaction, the property, and any other sensitive business information.

3. Obligations of confidentiality: Acknowledge your obligation to keep the confidential information confidential and not disclose it to any third parties, except for specific purposes related to the proposed transaction.

4. Permitted disclosure: If necessary, disclose the confidential information to your representatives and potential funders or financiers, ensuring that they understand the confidential nature of the information and comply with the obligations stated in the agreement.

5. Return or deletion of information: If requested by the seller, promptly return or delete all documents and materials containing the confidential information. Provide written certification of your compliance with this request.

6. Property inspections: If you need to inspect the property or conduct valuations and surveys, make arrangements through the seller's property agent and ensure that the visits are conducted in the presence of the seller's representatives.

7. Enquiries of third parties: If required for your due diligence exercise, make pre-contract searches and enquiries of statutory bodies or other organizations on a confidential basis. Obtain the seller's consent before contacting the landlord or any occupiers of the property.

8. Exceptions to confidentiality obligations: Understand the circumstances where the obligations of confidentiality and non-disclosure do not apply, such as information that becomes publicly available or information required to be disclosed by law.

9. Announcements: Do not make any announcements regarding the proposed transaction without prior agreement with the seller.

10. Duration of obligations: Be aware that the obligations stated in the agreement will continue to apply for a period of five years from the date of the agreement.

11. Entire agreement: Understand that the agreement constitutes the entire agreement between the parties and supersedes any previous agreements or arrangements.

By following these steps, you can effectively use the NDA / Confidentiality Agreement for Contract for Sale to protect the confidentiality of sensitive information during a proposed transaction.