By accessing the following data site georgescourt.com (the “Data Room”) you acknowledge and agree to the terms that appear below, and these terms govern your use of the Data Room on each and every occasion that the Data Room is accessed by you and any information contained therein. By clicking on the “Accept” button below, you acknowledge that you are the “undersigned” and acknowledge that you have read, understood, and agree to be bound by the above terms.
The undersigned has been advised that CBRE (the “Advisor”), is authorised on behalf of HPREF Ireland (Georges Quay and Court ) DAC (the “Owner”) to arrange the sale of Georges Quay Plaza and Georges Court (or the company which owns it) (collectively, the “Properties”). The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to Advisor. All fees due to Advisor in connection with the sale of the Property shall be paid by the Owner. The undersigned hereby acknowledges that it is a principal or an investment advisor in connection with the possible acquisition of the Property and agrees that it will not look to the Owner or Advisor for any fees or commissions in connection with the sale of the Property. The undersigned also hereby acknowledges that it has not dealt with any broker, other than Advisor, regarding the acquisition of the Property, or if it has, the undersigned hereby agrees to indemnify the Owner and Advisor against any compensation, liability or expense, arising from claims by any other broker or other party the undersigned had dealings with (excluding Advisor) in connection with the sale of the Property.
For the purpose of negotiations relating to the contemplated sale of the Property, Advisor and Owner are prepared to make available for review certain information concerning the Property and regarding the business and/or activities of the Owner [and its group companies and affiliates], whether marked confidential or not, including without limitation, letters, e-mails, facsimiles, reports, surveys, agreements, contracts, security documents, offer letters and other instruments / documents or any other information or data, and any and all copies, analyses, compilations, methodologies, notes, studies, memoranda or other documents derived from, containing or reflecting such information prepared by the undersigned or its Representatives (“Confidential Information”). On behalf of the Owner, Advisor may make such Confidential Information available to the undersigned upon acceptance of this Non-Disclosure Agreement. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to acquire the Property and shall not be used for any other purpose. This is not an agreement to sell the Property or an offer of sale. No agreement binding upon the Owner of the Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Owner of the Property enter into a formal binding agreement of sale.
The Confidential Information contains brief, selected information pertaining to the business and affairs of the Owner, and has been prepared by Advisor, primarily from information supplied by the Owner or the Owner’s agent. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither Advisor, nor the Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.
By accepting this Non-Disclosure Agreement you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence and take all reasonable measures to protect the secrecy of the Confidential Information, and to avoid its disclosure and unauthorised use, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm or entity without prior written authorisation of the Owner and the Advisor. Without limiting the foregoing, you shall apply measures which are at least as stringent as those which you apply to protect your own confidential information which shall include maintaining the Confidential Information safely in a secure place at all times and be properly protected against theft, damage, loss and unauthorised access (including, but not limited to, by electronic means).
Notwithstanding the foregoing, you may disclose the Confidential Information to your directors, accountants, advisors, partners, employees and legal counsel (“Representatives”) for the purposes of your evaluation of the proposed transaction, provided that such Representatives are legally bound to treat the Confidential Information in a manner consistent with your obligations under this agreement and you acknowledge that you will be liable for any failure on their part to do so. If any court or governmental authority requires you to disclose any portion of the Confidential Information, you shall, to the extent permitted by law and legal process, (a) provide the Owner with prompt written notice of such requirement and (b) cooperate with the Owner in a commercially reasonable manner in obtaining any protective order or other remedy sought by the Owner with respect to such requirement. If no such protective order or other remedy is obtained, then you may disclose only that portion of the Confidential Information that in the reasonable opinion of your legal counsel is legally required to be disclosed, and shall exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. You further agree not to discuss the proposed transaction with any party disclosed in the Confidential Information, or otherwise known, by you to be a current tenant at, or current lender to, the Property without prior written consent of Owner.
You agree that to the extent that the Confidential Information comprises any Personal Data, as such term is defined underthe Irish Data Protection Acts 1988 to 2018, and the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) as amended, modified or consolidated and any relevant transposition of, or successor or replacement to, those laws and all other applicable law and regulations relating to the processing of personal data and privacy (the “Data Protection Law”), you are an independent controller (as defined in Data Protection Law) in respect of such Personal Data. The Personal Data shall remain at all times the property of and in the ownership of the Owner and you shall have no rights whatsoever in respect thereof.You warrant and undertake that you shall comply with Data Protection Law and all other data protection laws and guidance including (without limitation) applicable laws relating to accessing, use and onward disclosure, distribution, exporting, archiving, maintenance and storage of Personal Data and with the terms of this NDA and process the Personal Data only to the extent strictly necessary in connection with the proposed transaction and in accordance with the Owner’s instructions from time to time. You further agree not to disclose the Personal Data to a third party in any circumstances other than at the specific request of the Owner or as otherwise specified in this NDA and you agree that you shall not transfer the Personal Data outside the European Economic Area or any other country that is formally recognised by an adequacy decision of the European Commission unless authorised in writing to do so by the Owner. Upon expiry [or termination] of this NDA or earlier on receipt of a written request from the Owner, you shall promptly return or destroy (to the extent technically possible)and provide all Personal Data disclosed, including any derivative materials prepared by you or your Representatives, and to provide the Owner with written certification of such return or destruction upon request.
If the undersigned becomes aware of any incident which gives rise to a risk of unauthorised disclosure, loss, destruction or alteration of Confidential Information, including Personal Data, including but not limited to where it or its Representative has disclosed any Confidential Information, including Personal Data, in breach of this Non-Disclosure Agreement, the undersigned shall, to the extent permitted by law and regulation, promptly notify the Advisor and Owner of the disclosure and shall give all commercially reasonable assistance in connection with any proceedings which the Advisor or the Owner may institute in respect of any such breach against any of the persons the subject of this Non-Disclosure agreement and shall advise the Advisor and Owner of the steps that it intends to take to remedy that incident and shall keep the Advisor and Owner informed as to the progress and completion of those steps.
Owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Property and to terminate discussions with any party at any time with or without notice. This agreement shall impose immediately binding legal obligations on the undersigned and shall remain in effect for a period of one year from the date you click the “Accept” button below notwithstanding any decision not to proceed with negotiations in relation to the acquisition of the Property. If you do not wish to pursue acquisition negotiations, or otherwise upon request of the Owner, you hereby agree to promptly return or destroy (at the Owner’s option) and procure that your Representatives shall also return or destroy, the Confidential Information to the Advisor provided that you may retain one copy of the Confidential Information for the purposes of and for so long as is required by any applicable law or regulation, on the condition that such Confidential Information is accessible only to your legal compliance personnel. You agree to provide the Owner with written certification of such return or destruction upon request.
Money damages may not be a sufficient remedy for the breach of this agreement, and the Owner is entitled to seek specific performance and injunctive relief or other available equitable relief as a remedy for any such breach. The Owner may enforce the terms of this Non-Disclosure Agreement. This Non-Disclosure Agreement is governed by, and shall be construed in accordance with, the laws of Ireland. You agree that the courts of Ireland have jurisdiction to settle any disputes in connection with this Non-Disclosure Agreement and accordingly submit to the exclusive jurisdiction of the Irish courts and waive any defence of inconvenient forum which may be available , save for any applications for injunctive relief which may be taken in any jurisdiction.
