In connection with the potential acquisition of the property situated at Købmagergade 42, 1150 Copenhagen K (“The Property”) owned by CMNRE II Investments S.à r.l. (“The Seller”), we hereby acknowledge to be provided with certain Confidential Information in an Investment Memorandum and a virtual Data room provided by Cushman & Wakefield | RED under the terms and conditions set out in this agreement.
1. confidential information
a. What is included
“Confidential information” is non-public information, know-how and trade secrets in any form.
2. Treatment of confidential information
a. In general. Subject to the other terms of this agreement, each of us agrees:
● We will not disclose The Seller’s confidential information to third parties; and
● We will use confidential information only for purposes of our potential acquisition of The Property
b. Security precautions. Each of us agrees:
● To take reasonable steps to protect confidential information and
● To notify The Seller promptly upon discovery of any unauthorized use or disclosure of confidential information.
c. Sharing confidential information with affiliates and representatives:
- A “representative” is an employee, contractor, advisor, or consultant of one of our respective affiliates.
- Each of us may disclose confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our potential acquisition of The Property. Before doing so, each of us must:
- ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and
- accept responsibility for each representative’s use of confidential information.
d. Disclosing confidential information if required to by law
Each of us may disclose The Seller’s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give The Seller enough prior notice to provide a reasonable chance to seek a protective order.
3. Length of confidential information obligations
Except as permitted above, neither of us will use or disclose The Seller’s confidential information for two years after we receive it.
4. General rights and obligations
a. Law that applies; jurisdiction and venue
This Agreement shall be construed under and in accordance with the laws of the jurisdiction in which the Property is located.
b. Waiver
Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.
c. Money damages insufficient
We acknowledges that money damages may not be sufficient compensation for a breach of this agreement. We agree that The Seller may seek court orders to stop confidential information from becoming public in breach of this agreement.
d. Attorneys’ fees
In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
e. Transfers of this agreement
If we transfer this agreement, we will not disclose Ther Seller’s confidential information to the transferee without The Seller’s consent.
5. Breach
In case of any breach of this undertaking, I shall be liable to pay damages to the Seller calculated in accordance with the rules of Danish Law.
I shall be obliged to indemnify and hold the Seller completely harmless from any loss, damages and claims, any expenses as well as direct loss of any kind arising out of or in connection with the with the breach of the obligations under this NDA.
