NDA / Confidentiality Agreement for Transaction (One way / Unilateral) by Agent

One way Non Disclosure agreement for Discloser to reveal detail of the Transaction to the Disclosee by an Agent (e.g. bank or securities firm) of the Principal. It imposes a unilateral obligation of confidentiality on the party who receives the information. This is drafted in neutral form.

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.

They must ensure that any document or other records containing Information shall be kept at its premises and shall not remove or allow to be removed such document or other records from its premises without the prior written approval of the other; and

They must also ensure and advise that its Representatives that: the Information is given and their negotiations are taking place in confidence, and that neither the party nor any of its Representatives should base any behaviour that would amount to market abuse fon the Information or the existence or subject matter of their negotiations until after such information has been made generally available; some or all of the Information and their negotiations may be inside information and that neither the party nor any of its Representatives should deal in securities that are price-affected securities in relation to the inside information, encourage another person to deal in price-affected securities or disclose the inside information before the inside information is made public; do not contact any Representatives, other than the Approved Representatives, of the other party with a view to obtaining information about the other party, its Group or its business.

How to use this Document?

This document should be carefully read by the Discloser and the Disclosee. Both parties should sign and return a copy, and once signed, both parties should get a copy.

This Non-Disclosure Agreement (NDA) may be used when confidential information is disclosed between the discloser and the disclosee, to ensure confidentiality. 

To avoid any future disputes, both parties may wish to have their signatures witnessed.

If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.