Confidential Agreement
CONFIDENTIALITY AGREEMENT ("AGREEMENT")
Preamble
With regards to the potential transaction of a property located in the municipality of Plan les Ouates (the “Transaction”), owned by Sky Lab Real Estate SA (the “Owner”), represented by SPGI Geneva SA (“SPGI”) for the purpose of the Transaction, the undersigned (the “Candidate”) acknowledges and accepts the following terms:
Article I : DEFINITIONS
"Confidential Information" means any information, whether written, oral or in any other form, including but not limited to reports, valuations, analyses, technical information, plans, documents issued by authorities, non-public records and/or any other documents supplied or made available to the Candidate by SPGI, whether before or after the date of this Agreement, in connection with the Transaction.
The existence of the Transaction and of this Agreement, the existence, nature or progress of any negotiation or discussion relating to the Transaction, including but not limited to documents and information prepared with, derived or generated from Confidential Information, shall also be considered as Confidential Information.
Article II : CONFIDENTIALITY
The Candidate shall use the Confidential Information solely for the purpose of the Transaction.
The Candidate shall keep all Confidential Information strictly confidential and shall not communicate, disclose or make available any Confidential Information to any third party, other than to its advisors duly appointed for the valuation of the Transaction, provided that such advisors are subject to confidentiality obligations that are at least equivalent to this Agreement.
The Candidate shall disclose Confidential Information on a need-to-know basis only to its officers and/or employees that are directly involved in the Transaction and shall ensure that such officers and/or employees are subject to confidentiality obligations that are at least equivalent to this Agreement.
The Candidate shall implement appropriate technical and organizational security measures to protect the Confidential Information from unauthorized use and/or access. In the event of any unauthorized use and/or access, loss, physical or technical incident impacting the Confidential Information, the Candidate shall immediately notify SPGI by email to the contact persons set out below and shall provide all reasonable assistance requested by SPGI and/or the Owner.
Article III : NO WARRANTY
The Candidate acknowledges that the Owner and SPGI do not provide any warranty, representation or insurance in relation with the accuracy, completeness and/or content of the provided information (including Confidential Information), and any liability of the Owner and SPGI is expressly excluded.
Nothing in this Agreement shall impose (i) an obligation on the Candidate, the Owner and/or SPGI to continue discussions or negotiations in connection with the Transaction, (ii) an obligation on the Candidate and/or the Owner to enter into any contract in furtherance of the Transaction, or (iii) an obligation on the Owner and/or SPGI to disclose any information (Confidential Information or otherwise) to the Candidate.
Article IV : TERMINATION - RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION
The confidentiality obligations set out in this Agreement shall only cease upon successful completion of the Transaction with the Candidate, or, failing such completion, until such time and to the extent that all or any Confidential Information becomes available in the public domain.
All Confidential Information supplied or made available to the Candidate, as well as any copies thereof, shall, at the request of SPGI, either be returned to SPGI or destroyed by the Candidate at any time. The Candidate shall confirm in writing such destruction or return the Confidential Information to SPGI within ten (10) days after receipt of the request. Notwithstanding the foregoing, the Candidate may keep routinely made back-up copies of Confidential Information in electronic format, provided that such Confidential Information shall remain subject to the terms of this Agreement.
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Article V : SEVERABILITY
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law or otherwise, such provision (or part) shall to that extent be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
Article VI : GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with Swiss law, excluding conflict of law provisions. Any claims or disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland.
Article VII : NO ASSIGNMENT
The Candidate may not assign any of the rights and obligations under this Agreement without the prior written consent of the Owner.
Article VIII : AMENDMENTS
This Agreement may not be modified or amended except by written amendments duly signed by the Candidate and SPGI. This requirement of written form can only be waived in writing.
Article IX : COSTS
The Candidate shall bear its own costs in connection with the negotiation and performance of this Agreement and/or the Transaction.
Article X : CONTACT
The Candidate will contact exclusively SPGI in relation to the Transaction or to obtain any information relating to the Transaction. For all enquiries in relation to the Transaction, the Candidate may contact:
Sandra Claudia Andres– Head Capital Markets
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Cyril Fiechter – Senior Consultant - Capital Markets