CLICK-THROUGH NON-DISCLOSURE AGREEMENT
This Click-Through Non-Disclosure Agreement (this “Agreement”) is made effective as of today, by and between Church Commissioners for England c/o DFMG Solicitors LLP, 38/39 Fitzwilliam Square, Dublin 2 (the “Commissioners”), and you including your employees, the individual accessing Confidential Information and any single legal entity on behalf of which you are acting ("You" or "you"). The Commissioners wish to protect and preserve the Confidential Information that may be disclosed or made available to You and your Representatives.
1. Definitions
“Confidential Information” means any information and data however recorded and preserved of a confidential and proprietary nature relating to the Portfolio.
“Portfolio” means the portfolio of properties for sale by the Commissioners.
“Representatives” means shall include your advisors, agents, and each of their employees, directors, officers, employees, shareholders, owners, affiliates.
IT IS HEREBY AGREED AS FOLLOWS:
2. You undertake on your behalf and that of your Representatives that without limit in point of time but subject as hereinafter provided that you and your Representatives will respect the secrecy of the Confidential Information and accordingly will not without the consent of the Commissioners or its Representatives communicate or otherwise make available the Confidential Information to any third party. The term “third party” shall be broadly interpreted to include, without limitation, any corporation, company, governmental agency or body, partnership or individual.
3. You hereby acknowledge and agree that the Confidential Information shall at all times remain the property of the Commissioners.
4. You shall restrict access to all Confidential Information to your Representatives with whom you have confidentiality agreements in place.
5. You shall notify your employees of their obligations under this Agreement and shall procure that your employees, agents, and sub-contractors and each of them comply with all of your obligations under this Agreement.
6. You and your Representatives shall not make any copies of, download or otherwise use or replicate any documents incorporating the Confidential Information save where necessary in connection with the purchase of the Portfolio and that you and your Representatives shall promptly delete the Confidential Information in the event that you do not purchase the Portfolio.
You shall inform the Commissioners as soon as reasonably practicable upon becoming aware that a person to whom disclosure of Confidential Information is not permitted under this Agreement, has become aware, or is in receipt, of Confidential Information.
8. Your rights and obligations are personal to you and may not be assigned to any other person.
9. Disclaimer. All information and materials (including, without limitation, Confidential Information; collectively, the “Materials” in this section) are provided “as is,” and to the fullest extent permitted by applicable law, the Commissioners disclaim all representations and warranties, including without limitation any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, and any warranties that may arise from the contents of the materials. to the maximum extent permitted by applicable laws and regulations, in no event shall the Commissioners be liable for any damages arising out of or in connection with the Materials or any claim by you or any third party on account of or arising from the use of the Materials. The Commissioners reserve the right to retract or modify any of the Materials at any time.
10. This Agreement shall be governed by the laws of Ireland and the Parties submit to the exclusive jurisdiction of the Courts of Ireland.
11. You acknowledge and agrees that monetary damages may not be a sufficient remedy for any breach of this Agreement by you or your Representatives and that, in addition to all other available remedies, the Commissioners shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.
12. This Agreement shall be binding upon the Commissioners and you and each party’s employees and Representatives.
13. It is understood and agreed that no failure or delay by the Commissioners in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power, or privilege hereunder.
14. Any term or provision of this Agreement which is prohibited or held invalid or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
15. Nothing in this Agreement may be modified or waived except by a written agreement between the parties expressly so modifying or waiving this Agreement.
