Terms & Conditions
- We PFM Dental (Provider) understand that you, (hereafter called the Prospective Purchaser) are interested to receive information relating to the dental practices of our selling clients for the purposes of evaluating whether or not you wish to make an offer to purchase the practice(s) (Purpose).
- In this agreement, Confidential Information means all confidential or proprietary information (however recorded or preserved) relating to the Purpose that is disclosed or made available (in any form or medium), directly or indirectly, by the Provider to the Prospective Purchaser including, without limitation, the fact that the dental practice is on the market for sale.
- In consideration of the Provider agreeing to disclose Confidential Information to the Prospective Purchaser, the Prospective Purchaser undertakes to the Provider that it shall:
- keep the Confidential Information secret and confidential;
- not use or exploit the Confidential Information in any way, except for or in connection with, the Purpose; and
- only make disclosure of the Confidential Information in accordance with paragraph 1.4 and paragraph 1.5. Any other disclosure can only be made with the Provider’s prior written consent.
- The Prospective Purchaser may disclose the Confidential Information to any of its officers, professional advisers and lenders that need to know the relevant Confidential Information for the Purpose only, provided that the Prospective Purchaser procures that each such person to whom the Confidential Information is disclosed to complies with the obligations set out in this letter agreement as if they were the Prospective Purchaser.
- The Prospective Purchaser may disclose the Confidential Information to the minimum extent required by any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction within the United Kingdom.
- Limitations on obligations
The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to Confidential Information which the Prospective Purchaser can show to the Provider’s reasonable satisfaction:
- that it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the Prospective Purchaser in breach of this agreement; or
- was already lawfully known to the Prospective Purchaser before it was disclosed by the Provider; or
- has been received by the Prospective Purchaser from a third party source that is not connected with the Provider and that such source was not under any obligation of confidence in respect of that information.
- Return of the Confidential Information
- If requested by the Provider at any time, the Prospective Purchaser shall immediately destroy or return to the Provider all documents and other records of the Confidential Information that have been supplied to or generated by the Prospective Purchaser. If the Confidential Information is stored in electronic form, the Prospective Purchaser shall permanently erase all such Confidential Information from its computer and communications systems and devices used by it.
- Further Duties of the Prospective Purchaser
- The Prospective Purchaser shall not, without the Provider’s written consent:-
- contact any Local Area Team or Clinical Commissioning Group in relation to the Purpose or to discuss the dental practice in respect of which the Prospective Purchaser has received information from the Provider;
- in relation to the Purpose contact any employee, associate or patient of the dental practice in respect of which the Prospective Purchaser has received information from the Provider.
- Term and termination
- Notwithstanding the termination of discussions between PFM Dental’s selling client and the Prospective Purchaser in relation to the Purpose, the obligations of the Prospective Purchaser under this agreement shall continue for a period of five years from the termination of this agreement.
- The termination of this agreement shall not affect any accrued rights or remedies to which either party is entitled.
- Acknowledgment and inadequacy of damages
The Prospective Purchaser acknowledges and agrees that:
- the Confidential Information may not be accurate or complete and the Provider makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness; and
- damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Prospective Purchaser. Accordingly, the Provider shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
- Governing law and jurisdiction
- Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.