Professional Documents
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Agreement
Entered into on [●] (the “Effective Date”), by and between:
- [●], a company incorporated under the laws of Lebanon, registered with the Beirut Trade
Register under the number [●], having its head office at [●], represented in this
Agreement by its Chairman General Manager Mr. [●] (hereinafter referred to as “[●]” or
the “Target”)
First Party
And
- [XYZ], a company incorporated under the laws of [●], registered with [●] under the
number [●], having its head office at [●], represented in this Agreement by its [●] Mr. [●]
(hereinafter referred to as “XYZ”)
Second Party
(The Target and XYZ are referred to hereinafter collectively as the “Parties” and each
individually as a “Party”).
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Preamble
1. XYZ has expressed an interest in acquiring shares in the Target (the “Transaction”); and, for
this purpose, has requested to conduct a due diligence (the “Due Diligence”) on the Target.
2. The Target has agreed to disclose the information that might be required by XYZ for the
purpose of the Due Diligence and the Transaction, subject (i) to the abidance by the Lebanese
applicable laws; and (ii) to XYZ undertaking to keep such information fully confidential.
3. XYZ has requested that the Target keeps confidential the fact that XYZ is contemplating
entering into the Transaction.
Now Therefore,
It has been mutually agreed upon between the Parties to the following:
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Article 1: Effect of the Preamble
The above mentioned Preamble is deemed to constitute an integral part of this Agreement.
Article 2: Confidentiality obligations of XYZ
In consideration of the Target making available to XYZ, its directors, officers, employees and
advisers (the “Representatives”) certain information relating to the Target, XYZ has agreed to
the following:
1. All information of whatsoever nature (whether oral, written or in any other form)
containing or consisting of material of a technical, operational, administrative,
economic, marketing, planning, business, legal or financial nature or in the nature of
intellectual property of any kind and relating to the Target (whether furnished before or
after the Effective Date), including the existence and the contents of this Agreement,
which is disclosed to XYZ and/or its Representatives, (which information is referred to in
this Agreement, collectively and individually, as “Confidential Information”) shall be held
in complete confidence by XYZ and by its Representatives and shall not, without the
Target’s prior written consent, be disclosed to any other person, nor used for any
purpose, other than in connection with the Due Diligence and the Transaction.
2. Without the prior written consent of the Target, XYZ will not, and will direct its
Representatives not to disclose to any person any of the terms, conditions or facts with
respect to the Due Diligence and/or the Transaction, including its status or the fact that
XYZ has entered into this Agreement, its contents or subject matter, or the fact that XYZ
is engaged in discussions with the Target.
3. This obligation to maintain the confidentiality of Confidential Information shall continue
to apply whether or not XYZ completes the Due Diligence and/or the Transaction, for a
period of 10 years starting from the Effective Date.
Article 3: Confidentiality obligations of the Target
1. Without the prior written consent of XYZ, the Target will not, and will direct its
Representatives not to disclose to any person the fact that the Target has entered into
this Agreement, its contents or subject matter, or the fact that the Target is engaged in
discussions with XYZ.
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2. The above confidentiality obligation of the Target shall continue to apply whether or not
XYZ completes the Due Diligence and/or the Transaction, for a period of 10 years
starting from the Effective Date.
Article 4: Exceptions to confidentiality
1. The confidentiality obligations imposed on XYZ by virtue of this Agreement will not
apply to Confidential Information:
a. that is or becomes generally available to the public other than as a result of a
disclosure by XYZ and/or its Representatives; or
b. all of which was lawfully in XYZ’s possession prior to the Confidential Information
being disclosed to XYZ (as evidenced by XYZ’s written records) and was not
acquired directly or indirectly from the Target and/or its Representatives; or
c. the disclosure of which is required (i) by any applicable law, or (ii) by any judicial,
supervisory or regulatory body to whose rules XYZ is presently subject.
2. The confidentiality obligations imposed on the Target by virtue of this Agreement will
not apply, if the fact that the Target has entered into this Agreement, or that the Target
is engaged in discussions with XYZ:
a. becomes generally available to the public other than as a result of a disclosure by
the Target and/or its Representatives; or
b. is disclosed by the Target (i) pursuant to any applicable law, or (ii) to any judicial,
supervisory or regulatory body to whose rules the Target is subject.
Article 5: Use of Confidential Information
1. XYZ will not use any Confidential Information for any purpose (including, but not limited
to, any competitive or commercial purpose) other than directly in connection with the
Due Diligence and the Transaction.
2. Furthermore, XYZ will not disclose Confidential Information to any person other than
those of its Representatives who are directly concerned with the Due Diligence and the
Transaction, and shall limit the number and identity of such Representatives to those
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reasonably necessary for the purposes of appraising the Transaction and conducting any
negotiations in relation thereto.
3. XYZ will procure that its Representatives each act, or omit to act, as if he or she had
agreed with the Target in the same terms mutatis mutandis as this Agreement. XYZ will
also procure that each person to whom disclosure of Confidential Information is made
by XYZ is made aware of and adheres to the terms of this Agreement.
4. XYZ and its Representatives will only copy, reproduce or distribute in whole or in part
Confidential Information:
a. with the Target’s prior written consent; or
b. for the purpose of supplying Confidential Information to persons to whom
disclosure is permitted pursuant to this article.
5. No announcement or disclosure of XYZ’s interest in the Transaction will be made by XYZ
without the Target’s prior written consent.
6. If any proceedings are commenced or action taken which could result in XYZ and/or its
Representatives becoming compelled to disclose Confidential Information, XYZ will
promptly notify the Target of such proceedings or action in writing and will take all steps
that are reasonably available to resist or avoid becoming compelled to make such
disclosure, including all steps that the Target may reasonably request, and will keep the
Target fully and promptly informed of all matters and developments relating thereto. If
(despite taking all such steps) XYZ is obliged to disclose Confidential Information to any
third party, then XYZ (i) will disclose it only to such third party, and (ii) will seek to
disclose only the minimum amount of information consistent with XYZ satisfying its
obligation. Furthermore, XYZ will give the Target prior written notice of the information
XYZ proposes to disclose, containing a copy of the proposed disclosure and confirmation
that XYZ’s legal advisers’ opinion is that such disclosure is required, and XYZ will take
into account any reasonable comments the Target may have in relation to the contents
of the proposed disclosure.
Article 6: Return of Confidential Information
XYZ and its Representatives will immediately (i) upon receipt of a written demand from the
Target, or (ii) if XYZ ceases to be interested in the Transaction:
a. return to the Target all Confidential Information (and all and any copies thereof or
of any part thereof);
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b. expunge all Confidential Information from any computer, word processor or other
similar device into which it was programmed by XYZ or on XYZ’s behalf or by XYZ’s
Representatives or on their behalf;
c. destroy all notes, analyses or memoranda containing Confidential Information
prepared by XYZ or on its behalf or by XYZ’s Representatives or on their behalf;
and
d. provide the Target with a certificate signed by one of XYZ’s directors confirming
XYZ’s compliance with this paragraph.
Article 7: No Solicitation
During the period of three years commencing on the Effective Date, XYZ shall not, and shall
procure that each of its Representatives, shall not, directly or indirectly (including through an
employment agency), solicit or seek to entice away or employ any person who during such
period is or was employed by the Target.
Article 8: No representations
By signing this Agreement, XYZ hereby acknowledges and agrees that:
1. the Target (i) does not make any representation or warranty, whether express or
implied, as to the accuracy or completeness or otherwise of any Confidential
Information, and (ii) will have no liability for the use of Confidential Information by XYZ
or on its behalf or by its Representatives or on their behalf.
2. The receipt by XYZ of Confidential Information is not to be taken as constituting the
giving of advice to XYZ by the Target, and the Target shall not be otherwise responsible
for advising XYZ on the merits of the Transaction.
3. XYZ will make its own independent assessment of the merits or otherwise of proceeding
with the Transaction.
Article 9: Indemnification
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1. XYZ will indemnify the Target on demand from and against all claims, costs, expenses,
loss or damage (including, without limitation, each loss, liability and cost incurred as a
result of defending or settling a claim alleging such a liability) which may arise directly or
indirectly from the unauthorised disclosure or use of the Confidential Information by
XYZ and/or its Representatives or from any other breach of the terms of this Agreement.
2. Nothing contained in this Agreement shall be construed as prohibiting the Target from
pursuing any other remedies available to it.
Article 10: Modification ‐ Entire agreement
1. Neither this Agreement nor any provisions hereof may be waived, modified, discharged
or terminated except by an instrument in writing signed by the Parties hereto.
2. This Agreement contains the entire agreement of the Parties with respect to the subject
matter hereof, and supersedes and replaces any previous agreements, offers, letters,
documents and discussions between the Parties in connection with the object of this
Agreement.
Article 11: No waiver
No waiver of any breach or default hereunder shall be considered valid unless in writing and
signed by the Party giving such waiver; and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same of similar nature.
Article 12: Applicable law ‐ Arbitration
1. This Agreement shall be governed by and construed in accordance with Lebanese Law.
2. Any disputes arising in connection with this Agreement shall be finally settled by way of
arbitration under the Rules of Conciliation and Arbitration at the Beirut Chamber of
Commerce and Industry by one or more arbitrator appointed in accordance with said
Rules. The Parties hereto declare accepting the provisions of said Rules and undertake to
abide by them. The place of arbitration shall be Beirut, Lebanon. The language of
arbitration shall be English.
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Article 13: Originals
This Agreement has been executed in two originals, one kept by each Party for use in case of
need.
For the Target
______________________
For XYZ
____________________