The prospective buyer examines the possibility of acquiring an asset (property for sale), the existence of which has been made available through the platform Asset Profiler by the seller or his legally mandated intermediary. In this context, information about the parties, the object of the potential purchase and the sale process are disclosed in a mutually-controlled step-by-step process.
On this basis, the following is agreed:
1. The parties enter an obligation to treat as confidential and not disclose to third parties all information on the parties involved, the asset for acquisition, its potential disposal as well as the sale process (project information) itself. It is agreed that the fact that the sale asset may be sold forms part of this project information.
Confidential in accordance with this agreement is all project information regardless of whether it is transmitted in written form, on disc, in electronic form or communicated verbally or in any other manner. Project information that is regarded as non-confidential is solely
- that which is publicly known or that which in other ways than by an act or omission of the parties or of a company associated with one of the parties in accordance with § § 15 et seq, is publicly known
- or has become known or is already known by either party or its employees through a third party,
- or the disclosure of which has been allowed to any third party in writing,
- or the disclosure of which has been ordered by a judicial or official decision.
2. The parties are entitled to continue to provide project information, without prior written consent, to external consultants who advise one of the parties in the framework of the sales process referred to in the preamble. This is permitted on condition that an appropriate confidentiality agreement has been signed in advance with the external consultant in question, unless the relevant external consultants is subject to a statutory or professional confidentiality obligation.
3. The parties, affiliates of the parties or external consultants may use the disclosed project information pursuant to the preceding paragraphs only for review in the framework of the sales process referred to in the preamble and in particular not for competitive purposes or other own ends that are not directly related to the acquisition of the asset for sale.
4. The parties are mutually responsible for ensuring that all individuals and companies to whom project information is disclosed in accordance with this Confidentiality Agreement, (especially consultants and employees), treat the project information as confidential and do not disclose this to turn unauthorized third parties.
5. The parties agree, upon written request of the issuing party, to return project information immediately to that issuing party, and to destroy (within the bounds of technical possibility) all copies and other written reproductions or electronic records of the counterparty which remain in their ownership. The foregoing obligation shall not apply to information which may not be destroyed due to legal, regulatory or professional obligations. The parties are obliged to ensure that such information is marked accordingly. Excluded from the obligation of return or destruction are such confidential information which were saved by data backup systems.
6. The confidentiality obligations under this agreement shall end two years after the execution of this agreement, regardless of the outcome of the sales process.
7. The completion of this confidentiality agreement implies no obligation on the part of any of the parties to execute the sales process and to acquire or sell the property in question.
8. This confidentiality agreement is subject to German law except where the provisions of international private legislation apply. The exclusive jurisdiction for disputes arising from or in connection with this agreement is that which applies in the headquarters location of the selling party.
9. Verbal agreements are not included. Changes, additions or cancellation of this agreement must be made in writing.
If any provision of this agreement is proven to be invalid, the remaining provisions shall remain unaffected. In place of the invalid provisions, and in the case that the parties fail to reach a proper solution within the terms of the above, the guiding legislation shall be the statutory provision in force at the location of the sales object.