Fair Handover Standard Confidentiality Agreement

1. Purpose

This Confidentiality Agreement (“Agreement”) is entered into between the prospective buyer (“Buyer”) and the business seller (“Seller”) via the Fair Handover platform.

The purpose of this Agreement is to protect the Seller’s confidential business information while the Buyer evaluates a potential acquisition of the Seller’s business (the “Purpose”).

2. Confidential Information

“Confidential Information” means all information disclosed by or on behalf of the Seller to the Buyer, whether directly or via the platform, including (without limitation):

• the identity, name, and location of the business;
• financial information (including turnover, profit, accounts, forecasts);
• customer and supplier information;
• operational processes and business methods;
• staff, employment, and organisational information;
• lease, property, and asset details;
• any documentation, data, or materials provided; and
• any other information which is marked confidential or which a reasonable person would consider confidential in the context of a business sale.

Confidential Information includes any copies, notes, summaries, or analyses derived from it.

3. Obligations of the Buyer

The Buyer agrees that it shall:

• keep all Confidential Information strictly confidential;
• use the Confidential Information solely for the Purpose;
• not disclose Confidential Information to any third party except as permitted under clause 4;
• not use the Confidential Information to:
  • compete with the business;
  • solicit or attempt to solicit customers, clients, or suppliers of the business; or
  • solicit or attempt to solicit employees, contractors, or agents of the business;
• not circumvent the Purpose by using the Confidential Information for any commercial advantage unrelated to a genuine acquisition.

4. Permitted disclosures

The Buyer may disclose Confidential Information:

4.1 To professional advisers

To its accountants, solicitors, financiers, tax advisers, and other professional or transaction advisers, where:

• the disclosure is reasonably necessary for the Purpose; and
• the adviser is subject to professional duties of confidentiality or is bound by written confidentiality obligations no less restrictive than those in this Agreement.

4.2 Responsibility for advisers

The Buyer remains fully responsible for any breach of this Agreement by any person to whom it discloses Confidential Information.

4.3 Legal or regulatory requirement

Where required by law, court order, or a regulator or governmental authority.

Where lawful and reasonably practicable, the Buyer shall:

• give the Seller advance notice of such disclosure; and
• cooperate with the Seller to limit the scope of disclosure.

5. Disclosure of Buyer identity

By entering into this Agreement, the Buyer consents to:

• the Seller being informed of the Buyer’s name and general location/region;
• further contact details being shared only where the Buyer elects to provide them.

6. Return or destruction of Confidential Information

Upon written request from the Seller, or if the Buyer decides not to proceed with the Purpose, the Buyer shall promptly:

• return all Confidential Information; or
• securely destroy it,

including all copies, notes, summaries, and derived materials.

The Buyer shall confirm in writing that this has been completed.

6.1 Backup and archival systems

Confidential Information may be retained in routine backup or archival systems, provided that:

• it is not readily accessible in the ordinary course of business; and
• it is not accessed or used except where required for:
  • backup integrity,
  • legal or regulatory compliance, or
  • audit purposes.

All such retained information remains subject to this Agreement.

7. No reliance

All Confidential Information is provided “as is”.

The Seller:

• makes no representation or warranty as to the accuracy, completeness, or suitability of the Confidential Information; and
• accepts no liability arising from its use.

The Buyer:

• acknowledges it will conduct its own independent due diligence; and
• will take its own legal, accounting, tax, and commercial advice.

Fair Handover is not a party to this Agreement, does not verify any Confidential Information, and accepts no responsibility for:

• its accuracy; or
• any decisions taken by the Buyer.

8. Remedies

The Buyer acknowledges that:

• a breach of this Agreement may cause irreparable harm; and
• damages alone may not be an adequate remedy.

Accordingly, the Seller shall be entitled to seek:

• injunctive relief;
• specific performance; and/or
• any other equitable remedy,

in addition to any other rights or remedies available at law.

9. Liability for breach

The Buyer shall be liable to the Seller for any loss, damage, liability, or cost (including reasonable legal and professional fees) arising from:

• any breach of this Agreement by the Buyer; or
• any breach by a person to whom the Buyer has disclosed Confidential Information.

10. What this Agreement does not do

This Agreement:

• does not oblige the Buyer to proceed with any transaction;
• does not create any partnership, agency, or joint venture;
• does not grant any rights in or to the business or its assets;
• does not restrict the Buyer from acquiring other businesses, except as expressly set out in clause 3.

11. Duration

This Agreement shall remain in force for:

• three (3) years from the date of acceptance; or
• until the Confidential Information enters the public domain through no fault of the Buyer,

whichever occurs first.

Clauses 6 (Return/Destruction), 8 (Remedies), and 9 (Liability) shall survive termination or expiry.

12. Governing law and jurisdiction

This Agreement is governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

13. Acceptance

By clicking “Sign NDA and view full details” on the Fair Handover platform, the Buyer:

• confirms that it has read and understood this Agreement; and
• agrees to be legally bound by its terms.

Electronic acceptance shall have the same legal effect as a handwritten signature.

14. General

14.1 Entire agreement

This Agreement constitutes the entire agreement between the Buyer and the Seller in relation to its subject matter.

14.2 Severability

If any provision is found to be unenforceable, the remaining provisions shall continue in full force.

14.3 No waiver

Failure or delay in exercising any right shall not constitute a waiver.