Data room rules—private M&A—share purchase—physical data room
Data room rules—private M&A—share purchase—physical data room

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Data room rules—private M&A—share purchase—physical data room
  • 1 Location
  • 2 Confidentiality
  • 3 No Offer, Invitation, Representation or Warranty
  • 4 Appointments
  • 5 Conditions of Admission
  • 6 Contents of the Data Room
  • 7 Supervision of the Data Room
  • 8 Photocopying and Queries
  • 9 Amenities
  • More...

Project [insert name]: Data room rules

These rules (Rules) regulate the manner in which [insert name of the seller] (the Seller) grants potential buyers and their advisers access to the data room (Data Room) containing information and documents (Information) relating to the proposed sale of [the entire issued share capital OR the assets and undertaking] of [insert name of company or business] (the Proposed Transaction).

By way of consideration for their use of the Data Room, potential buyers (Potential Buyers, of which each is a Potential Buyer) shall agree to be bound by these Rules and shall procure that each of their officers, employees, agents and advisers attending the Data Room (Visitors, of which each is a Visitor) shall comply with and be bound by these Rules.

These Rules shall apply to each and every occasion on which Visitors visit the Data Room.

    1. 1


      The Data Room is located at [insert address] or such other location notified to Visitors from time to time.

    1. 2


      1. 2.1

        Each Potential Buyer agrees that the Information made available in the Data Room constitutes confidential information for the purposes of the confidentiality agreement entered into between the Seller and such Potential Buyer and in the form set out in Appendix 1 (the Confidentiality Agreement). The Information (including additional documents added to the Data Room from time to time) and copies of them will be

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