Sample Disclaimer Verbiage
Here is some sample deal room disclaimer verbiage :
Data Room Terms & Conditions
The information contained in this data room workspace, including any attachments
(collectively, "Workspace Data") is confidential. By clicking "agree", you acknowledge
and agree to strictly maintain the confidentiality of all Workspace Data in accordance
with the Confidentiality Agreement previously signed and provided to XXXXXXXXXXX, and agree to take normal and reasonable precautions to maintain such confidentiality so that you do not divulge Workspace Data to any third party.
By clicking agree, you indicate your acceptance of and agreement to be bound by these
terms.
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Conditions of Access
I am being granted access to the information contained on this site in order to review certain
information of XXXXXXXX or their affiliates. I understand that my access to this site is
subject to the following conditions:
1. All of the information contained on this site is considered confidential, and is subject to
the Confidentiality Agreement entered into between XXXXXXX and the
company that I represent.
2. I will not attempt to download, scan, copy, print or otherwise capture any of the
information contained on the site, except that I may print or download information for
which the print or download capability has been enabled as indicated by the site index. I
will not attempt to circumvent any of the security features of the site, and will not enable
or allow others to access the site using my authorization to the site.
3. The information on this site has been prepared to assist interested parties in making their
own evaluation of a prospective transaction with XXXXXXXXX, and XXXXXX does not represent the information as being all-inclusive or to contain all
information that may be desirable or required in order to properly evaluate a potential
transaction.
4. I understand that XXXXXXXXXX is making no representations or warranties, express
or implied, as to the accuracy or completeness of the information, and that XXXXXXXX will have no liability with respect to any use or reliance upon any of the
information.
By clicking on the "I Agree" button, I acknowledge that I have read, understand, and agree to the
above conditions.
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DATA ROOM CONFIDENTIALITY UNDERTAKINGS
You are about to enter an electronic data room containing confidential
information of XXXXXXXXXX (“XXX”) and XXXXXXXXXXXXXXXXXXXXX (the
“Company”). By clicking the button granting you access to this electronic data room: (a) you
are acknowledging that access to this data room is conditioned upon your agreement to maintain
the confidentiality of such information in accordance with the Confidentiality Agreement that
has been executed by you, or your client, with XXXXXXXXXXXXXXXXXX(“XXXX”) on behalf of
XXXXXXXXXXXXXX. and (b) you personally agree to abide by the terms of such
Confidentiality Agreement.
Without limiting the terms of the Confidentiality Agreement, excerpted below for
your reference are certain selected paragraphs from the Confidentiality Agreement:
As a condition to your being furnished with such information, including any
Confidential Information Memorandum relating to the Transaction that may be prepared by or on
behalf of XXX, you shall, and shall cause your directors, officers, employees, agents, affiliates
and advisers, including, without limitation, your attorneys, accountants, consultants and
investment bankers (with respect to any person, the foregoing persons are hereinafter referred to
as such person’s “Representatives”) to, treat any information concerning the Company that is
furnished to you by or on behalf of the Company for the purpose of reviewing, assessing and,
potentially, negotiating the Transaction, whether furnished before or after the date of this letter
agreement (this “Agreement”), together with any analyses, compilations, studies or other
documents prepared by you or your Representatives that contain, reflect or are based, in whole or
in part, on, such information furnished to you or your Representatives (collectively referred to as
the “Evaluation Material”), in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the term “Evaluation Material” does not include information that
(a) was or becomes generally available to the public other than as a result of a disclosure by you
or your Representatives in violation of this Agreement or (b) was or becomes available to you on
a non-confidential basis from a source other than the Company or its Representatives, provided
that such source was not known by you or your Representatives, after reasonable inquiry, to be
bound by any agreement to keep such information confidential, or otherwise prohibited from
transmitting the information to you or your Representatives by a contractual, legal or fiduciary
obligation.
You hereby agree that you shall, and shall cause your Representatives to, use the
Evaluation Material solely for the purpose of evaluating the Transaction, and that you shall, and
shall cause your Representatives to, keep all such Evaluation Material confidential and to not
disclose any Evaluation Material to any third party, except that disclosure of Evaluation Material
shall be permitted if such disclosure (a) has been consented to in writing by XXX (b) is required
by law, regulation, regulatory authority, stock exchange rule or other applicable judicial or
governmental order, in which case you shall, and shall cause your Representatives to, comply
with the terms set forth in the second immediately following paragraph, or (c) is made to your
Representatives who need to know such information for the purpose of evaluating the
Transaction (it being understood that such Representatives shall have been advised of this
Agreement and shall have agreed to maintain the confidentiality of the Evaluation Material in
accordance with the terms set forth herein). In any event, you shall be responsible for any breach
of this Agreement by any of your Representatives. You further agree that the Evaluation
Material that is in written form shall not be copied or reproduced at any time without the prior
written consent of XXX except in connection with the evaluation of the Transaction.
Notwithstanding anything contained in this Agreement to the contrary, you hereby agree that,
without the prior written consent of XXX you shall not, and shall cause your Representatives not
to, disclose or provide any Evaluation Material to any potential equity financing source, and that
any potential equity financing sources shall not constitute “Representatives” hereunder unless
XXX has consented thereto in writing. Notwithstanding that you may disclose and provide
Evaluation Material to potential debt financing sources without the consent of XXX you agree
that you shall not request or require that any such potential debt financing source agree to
provide such financing to you on an exclusive basis in respect of a Transaction.
In addition, without the prior written consent of XXX you shall not (other than to
your Representatives), and will cause your Representatives not to, disclose, directly or indirectly,
to any person (a) that the Evaluation Material has been made available to you or your
Representatives, (b) that discussions or negotiations are taking place concerning the Transaction
or (c) any terms, conditions or other facts with respect to the Transaction, including the status
thereof.
In the event that you or your Representatives are requested or required by law,
regulation, regulatory authority, stock exchange rule or other applicable judicial or governmental
order to disclose any Evaluation Material, you will, and will cause your Representatives to,
provide XXX with prompt written notice of such request or requirement so that XXX or an
affiliate thereof may seek an appropriate protective order. If, failing the entry of a protective
order, you or your Representatives are compelled to disclose Evaluation Material, you or your
Representatives, as applicable, may only disclose that portion of the Evaluation Material that you
or they are compelled to disclose and you will, and will cause your Representatives to, exercise
commercially reasonable efforts to obtain assurance that confidential treatment will be accorded
to that portion of the Evaluation Material that is being disclosed. In any event, you will not, and
will cause your Representatives not to, oppose action by XXX or any affiliate thereof to obtain an
appropriate protective order or other reliable assurance that confidential treatment will be
accorded the Evaluation Material, and you will, and will cause your Representatives to, provide
such assistance and cooperation in connection therewith as XXX may reasonably request.
All Evaluation Material disclosed to you or your Representatives by or on behalf
of the Company (excluding any analyses, compilations, studies or other documents prepared by
you or your Representatives that contain, reflect or are based, in whole or in part, on, information
furnished to you or your Representatives by or on behalf of the Company (collectively,
“Internal Material”)) shall be and shall remain the property of the Company. Within five (5)
days after being so requested by XXX or XXX you shall, and shall cause your Representatives
to, return all documents and other materials furnished to you by or on behalf of the Company,
and you shall, and shall cause your Representatives to, destroy all Internal Material, provided
that you and your Representatives shall be entitled to retain one copy of any Internal Material if
required in order to comply with applicable law, regulation or stock exchange-related document
retention policies, provided in all cases you shall remain bound by the terms and conditions set
forth in this Agreement. Any destruction of materials shall be promptly confirmed by you in
writing. Notwithstanding the return or destruction of the Evaluation Material, you and your
Representatives will continue to be bound by your obligations of confidentiality and other
obligations hereunder.
You understand and acknowledge that any and all information contained in the
Evaluation Material is being provided without any representation or warranty, express or
implied, as to the accuracy or completeness of the Evaluation Material, on the part of the
Company, XXX or any of their respective Representatives, stockholders, members, partners or
owners. You agree that none of the Company, XXX any of the other persons referred to in the
immediately preceding sentence or any other person shall have any liability to you or any of your
Representatives in respect thereof. It is understood that the scope of any representations and
warranties to be given by XXX or any other person will be negotiated along with other terms and
conditions in arriving at a mutually acceptable form of definitive agreement with respect to the
Transaction should discussions between you and XXX (or other applicable parties) progress to
such a point.