One way Non Disclosure agreement for Discloser to reveal detail of the Transaction to the Disclosee. It imposes a unilateral obligation of confidentiality on the party who receives the information. This is drafted in favour of the Discloser.
The Disclosee have expressed an interest in the Transaction. The Discloser are prepared to make available to the Disclosee certain confidential information about the Transaction. As agent for Principal, the Discloser is prepared to make available to you certain confidential information about the Information. This Agreement relates to information at any time and from time to time supplied by the Discloser or by the Principal or by any of its Connected Persons orally, in writing or in any other form to the Disclosee or its Representatives in connection with the Transaction.
In consideration of the disclosure of the Information, the Disclosee undertakes in relation to the Information:
(a) to maintain the confidentiality of the Information and to use it exclusively for the Purpose and for no other purpose;
(b) not to copy, reproduce or reduce to writing any part of the Information except as may be reasonably necessary for the Purpose; and
(c) not to use, reproduce, transform, or store any of the Information in an externally accessible computer or electronic information retrieval system or transmit it except on a need to know basis.
To the extent that any Information is stored within a computer system or is stored in machine-readable form, the Disclosee shall ensure that the Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement.The Disclosee shall enforce the obligations set out in this clause at its own expense and at the request of the Discloser insofar as any breach of those obligations relates to the unauthorised disclosure of the Information. If required by the Discloser, the Disclosee will ensure that its Approved Representatives execute written undertakings as to confidentiality in a form approved by the Discloser.
If the Disclosee is required to disclose all or part of the Information pursuant to any legal requirement of any country which has jurisdiction over that party or any governmental or quasi-governmental authority, it will be entitled to do so provided that immediately upon becoming aware that the disclosure is required, advise the Discloser of the circumstances in which the disclosure is required and agree with the Discloser the extent and timing of the disclosure.
Non Disclosure Agreement,
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