Terms of Access to Oxford Castle Quarter Online Data Room
CBRE Limited (“CBRE” or “we”) has been appointed by the “Client” to advise on the sale of Oxford Castle Quarter. You are being granted access to the Oxford Castle Quarter Data Room (“Data Room”) established by CBRE solely for the purpose of evaluating a potential business opportunity in relation to the sale of Oxford Castle Quarter (“Purpose”). These terms of access (“Terms”) govern the disclosure and use of information in this Data Room. CBRE may in its absolute discretion, from time to time, change, supplement or substitute these Terms.
By clicking “agree”, you are acknowledging and agreeing to comply with these Terms.
1. Confidentiality
All information disclosed in the Data Room, including any responses to requests for information and additional materials subsequently added or provided in the Data Room, and any other written or oral information made available to you in connection with the Purpose, is confidential (“Confidential Information”). If any notes, analyses, compilations, studies, interpretations, documents or records prepared by you contain any such Confidential Information, all such Confidential Information will be and remain the property of CBRE. The Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by you, or (ii) was lawfully in your possession before your access to the Data Room and which is not otherwise subject to any confidentiality obligation; (iii) was disclosed to you by a third party, to your knowledge after reasonable inquiry, without violation of any obligation of confidentiality.
You agree as follows:
(i) The Confidential Information is to be used solely for the Purpose;
(ii) You shall treat the Confidential Information as private and confidential and apply all reasonable security measures and degree of care to the Confidential Information in order provide adequate protection from unauthorised disclosure, copying or use;
(iii) to only make copies of the Confidential Information as may be strictly necessary in relation to the Project and treat all such copies as confidential as governed by these Terms;
(iv) to ensure that disclosure of the Confidential Information is restricted solely to those of your employees, directors, agents or professional advisers (together the “Representatives”) who need access to the Confidential Information for the Purpose;
(v) to inform your Representatives of the confidential nature of the Confidential Information prior to its disclosure and use all reasonable endeavours to ensure that they comply with these Terms;
(vi) to be liable for the breach of these Terms by any Representative to whom Confidential information is disclosed;
(vii) Upon our written request, you shall promptly cease all use of and destroy or return all Confidential Information, including all copies thereof;
(viii) To notify CBRE (to the extent that you are legally permitted to do so) in the event that you are required to disclose any of the Confidential Information by law or by any governmental or regulatory authority or the rules of any stock exchange to which you are subject or by a court or other authority of competent jurisdiction; and
(ix) to notify CBRE promptly upon discovery of any unauthorised use or disclosure of the Confidential Information and co-operate (to the extent practicable) with CBRE and/or the Client to regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.
You agree that any breach or threatened breach of these Terms may cause irreparable harm to CBRE for which we shall, in addition to any other legal or equitable remedies, be entitled to seek an injunction or similar equitable relief against any such breach or threatened breach.
If the Confidential Information is protected under the terms of a confidentiality agreement entered into between the CBRE and the company or organisation that you are employed by or otherwise represent (in any capacity, including as an adviser) or which has retained or otherwise engaged you in connection with the Purpose (“Confidentiality Agreement”), then these Terms do not supersede or replace any terms of such Confidential Agreement.
2. Disclaimer
The Confidential Information is being provided to you solely for the Purpose and is for information purposes only. You may not rely on it for any purpose whatsoever. You are advised to conduct your own investigation, evaluation and analysis of the matters contained herein prior to making any decision.
Some of the information used in this Data Room is obtained from third parties. Whilst we do not doubt the accuracy of such information, it has not been verified by us. Neither anything contained in these Terms nor the disclosure of Confidential Information shall be construed as (i) granting or conferring any rights, express or implied by licence or otherwise, in or under any Confidential Information or other rights owned or controlled by CBRE or the Client, or (ii) creating warranties or representations of any kind in respect of the accuracy or completeness of the Confidential Information, (iii) constituting advice as to the merits of entering into any form of transaction.
To the maximum extent permitted by law, neither CBRE nor the Client accepts any liability or responsibility for any loss or damage which may be sustained from the improper use or distribution of the Confidential Information within or outputted from the Data Room.
If you do not understand this Disclaimer, then it is recommended that you seek independent legal advice.
These Terms and any dispute or claim arising out of or in connection with these Terms shall be governed by and construed in accordance with English law and jurisdiction. You agree that English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the subject matter or formation (including non-contractual disputes or claims).
