Non-Disclosure Agreement printable pdf download

Annex B: Standard Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

Case [M.XXXX/AT.XXXXX] - [CASE NAME]

Whereas I, the undersigned,

Declare that I have been engaged as an external advisor by [Names of Party/Parties to

which data room access is granted through their External Advisors] (the

"[Party/Parties]") in connection with the Case [M.XXXX/AT.XXXXX] - [CASE

NAME] and I am duly authorised by the same to make the below undertakings;

Whereas the Commission has, for the sole purpose of enabling the external [economic

advisor/legal consultant] of the [Party/Parties] to verify the validity of its data analysis,

made available a data room containing data collected from [Names of Data Provider(s)]

(the "Data [Provider/Providers]") during the course of its investigation that have been

used by the Commission in the analysis presented in the Statement of Objections (the

"Data", as specified in Annex 1 of the Terms of Disclosure of Business Secrets and other

Confidential Information on "External Advisor Only" basis (the "Data Room Rules"));

Whereas, for the purpose of verifying the validity of the Commission's analysis in the

Statement of Objections, the [Party has/Parties have] released me from my professional

duties and obligations I have towards the Notifying Parties, as their appointed external

[economic advisor/legal consultant] in the above referenced proceeding, to disclose all

relevant Data to my clients;

Whereas the Data constitute business secrets and other confidential information and must

not be disclosed under any circumstances to the [Party/Parties] or to any other third

party;

Therefore, I solemnly undertake:

(i)

to use the Data solely for the preparation of a data room report (the "Data

Room Report") addressed to the [Party/Parties], and if necessary of a non-

redacted, confidential version of the Data Room Report addressed to the

Commission (according to Section 3 of the Data Room Rules) containing

my findings and conclusions on [the validity and soundness of the

Commission's quantitative analyses adopted in the Statement of

Objections / whether the qualitative evidence on the Commission's file

supports the objections raised by it];

(ii)

not to copy (in any format, physical, digital or otherwise) or remove any

Data from the data room, and to fully abide by the procedures set forth in

the attached Data Room Rules;

(iii)

not to disclose, transmit, communicate or make the Data provided by the

Data Providers or contained in the Data Room Report (or any

observations, comments, inferences or conclusions drawn from such

Non-Disclosure Agreement