NON DISCLOSURE AGREEMENT
The undersigned has been advised that Savills (UK) Limited (“Savills”), is authorised on behalf of Selsdon Estate Property Limited (in Receivership) & Selsdon Estates Op Co Limited (in Administration) c/o Moorfields Advisory Ltd (the “Owner”) to arrange the sale of the Owner’s economic interest in entities that own Birch Selsdon Park - 126 Addington Rd, South Croydon CR2 8YA (the “Property”) such sale of the Property, being the “Transaction”. The Owner has indicated that all inquiries and communications with respect to the Transaction be directed to Savills. All fees due to Savills in connection with the Transaction shall be paid by the Owner. The undersigned hereby acknowledges that it is a principal or an investment advisor in connection with the Transaction and agrees that it will not look to the Owner or Savills for any fees or commissions in connection with the Transaction.
Savills has available for review certain information (“Confidential Information”) concerning the Transaction. On behalf of the Owner, Savills may make such Confidential Information available to the undersigned upon execution of this Non-Disclosure Agreement. The Confidential Information is intended solely for your own limited use in considering whether to pursue Transaction negotiations. This is not an agreement to sell the Property or an offer of sale. No agreement binding upon the Owner, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Owner 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 Savills, 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 Savills, 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 executing 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 that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm or entity without prior written authorization of the Owner and Savills. Additionally, execution of this document confirms your agreement that under no circumstances will you make contact with the Freeholder.
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 Transaction, provided that you shall direct such Representatives to treat the Confidential Information in a manner consistent with your obligations under this agreement and 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 Transaction with any tenant, lender, servicer, special servicer, investor, partner or ground lessor of, or agent for, either Property without prior written consent of the Owner. You shall not directly or indirectly, for a period of eighteen months from the date of this agreement, solicit, endeavour to entice away, employ or offer to employ any person who is, at any time during the negotiation of the Transaction, employed by the Owner or any affiliate of the Owner in a management position and is a person who has participated in the discussions relating to the Transaction. The placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of the preceding sentence provided that you do not request, encourage or advise such agency to approach any such person. Each of the restrictions in second preceding sentence is considered to be reasonable by the parties; and is separate and severable and in the event that any such restriction is determined to be unenforceable (whether wholly or to any extent) the enforceability of the remaining restrictions (or the same restriction to any other extent) shall not in any way be affected or impaired.
The 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 expire after eighteen months. If you do not wish to pursue Transaction negotiations you hereby agree to return the Confidential Information to Savills 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. 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 in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. This Non-Disclosure Agreement is governed by, and shall be construed in accordance with, the laws of England. You agree that the courts of England have jurisdiction to settle any disputes in connection with this Non-Disclosure Agreement and accordingly submit to the exclusive jurisdiction of the English courts and waive any defense of inconvenient forum which may be available.
If you are in agreement with the foregoing, please click accept below to show your acceptance of and your agreement to the commitments herein provided. Upon acceptance, this letter shall constitute a binding agreement between you and the Company, and you will be granted access to the data room.
