PROJECT COMPLINE: WEBSITE DATA ROOM RULES

 

1.                GENERAL

 

1.1             This document sets out the rules (Rules) controlling the use of the website data room (Website) made available to approved Viewers (as defined in clause 1.2) in relation to the proposed sale of one or more dental practices (Target) by Oasis Healthcare Limited or one of its group undertakings (Seller). In offering access to the Website the Seller, Chistie & Co (Seller's Advisers) are making available a facility which allows potential buyers and their advisers to access, via the internet, information relating to the proposed sale of the Target by the Seller (Information). In consideration of the use of the Website, potential buyers and their advisers (Representatives) agree to be bound by these Rules. These Rules apply to each and every occasion on which the Website is accessed by either a potential buyer or a Representative authorised by the Seller to do so.

 

1.2             Potential buyers and their Representatives and each Viewer shall only be granted access to the Website with the prior consent of the Seller and such consent may be withdrawn at any time without prior notice. Prior to gaining access to the Website for the first time, potential buyers and their Representatives and each individual to whom they wish to give access to the Website (Viewer) shall acknowledge and agree to be bound by these Rules.

 

1.3             No information made available on the Website shall constitute an offer to sell, or an invitation to purchase or tender for, any assets or securities or form the basis of any contract.

 

1.4             Any sale and purchase agreement relating to the Target shall provide that the contents of the Information shall be deemed to be disclosed against any warranties contained in the sale and purchase agreement.

 

2.                CONFIDENTIALITY AND NON-SOLICITATION

 

2.1             The Information is made available subject to and on the terms of the following confidentiality undertakings:

 

(a)          you shall not reveal to any person that negotiations are taking place in relation to the proposed sale of the Target;

 

(b)         use the information for any purpose other than to evaluate the Transaction; in particular you will not use the Information in the future conduct of your trading operations except where discussions result in the acquisition of the Target.

 

2.2             The undertakings in paragraphs 2.1 shall not apply to Information which:

 

(a)          at the time of supply is in the public domain;

 

(b)         or subsequently comes into the public domain, except through breach of the undertakings set out above; or

 

(c)          is in your lawful possession prior to the date of access to the Website.

 

2.3             Without affecting any other rights or remedies that they may have, you acknowledge that the Seller or any of its group undertakings many be irreparably harmed by any breach of its terms and that damages alone may not be an adequate remedy. It is acknowledge that the Seller will be able to the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of its terms, and no proof of special damages will be necessary to enforce this confidentiality agreement.

 

2.4             You acknowledge and agree that the undertakings set out in this agreement will survive completion of negotiations, whether or not the proposed acquisition is implemented. Such confidentiality obligations shall survive for a fixed period of two years from the date on when you last accepted these Rules.

 

2.5             The Viewer shall not during the term of this agreement (being the date 2 years from the last acceptance of these Rules):

 

(a)          entice, solicit or procure any employee of the Seller to leave the employment, or make any attempt to do so, whether or not the employee would commit a breach of contract in leaving their employment; employ or offer to employ, or enter into a contract for the services of an employee, or procure or facilitate the making of any such offer by any other person; or

 

(b)         canvass, solicit or otherwise seek the custom of, or have any dealings with any person who is or who has been at any time during the period of 6 months immediately preceding the date of this Agreement, a client or customer of the other Seller (a “Restricted Customer”), in relation to the supply of goods, products or services which are the same as or similar to those supplied by the Seller;

 

(c)          induce or attempt to induce a Restricted Customer to cease conducting, or to reduce the amount of business conducted with, or to vary adversely the terms upon which it conducts business with the Seller, or do any other thing which is reasonably likely to have such an effect.      

 

2.6             Each of the undertakings in clause 2.5:

 

(a)          is considered fair and reasonable by the Viewer;

 

(b)         is a separate undertaking by the Viewer; and

 

(c)          shall be enforceable separately and independently of any person's right to enforce any one or more of the other undertakings contained in that clause.

 

2.7             The placing of an advertisement available to members of the public generally and the recruitment of a person responding to such advertisement or through an employment agency shall not constitute a breach of clause 2.5.

 

3.                NO WARRANTY

 

Except as may be otherwise provided in the final agreement relating to the proposed sale of the Target by the Seller, no representation or warranty, express or implied, is made or given as to the adequacy, accuracy, reliability or completeness of the Information or as to the reasonableness of any assumptions on which any of it is based. Potential buyers and their Representatives agree, on their own behalf and on behalf of any person to whom they make known any part of the Information (subject to the provisions of the Confidentiality Agreement), that except as may be otherwise provided in any final agreement relating to the proposed sale of the Target, none of the Seller, or its professional advisers, or any of its subsidiary undertakings, or any of their respective partners, directors, employees, advisers or agents have any liability to potential buyers or their Representatives or any person to whom information is made available, resulting from the use of the Information. In making the Information available, the Seller is under no obligation to provide any additional information or to update or correct any inaccuracies which may become apparent in any of the Information.

 

4.                USING THE WEBSITE

 

Whilst using the Website, Viewers shall:

 

(a)          take all reasonable steps to ensure that none of the Information is visible to, or capable of being, overlooked by, other persons;

 

(b)         not leave their computer or other communications device through which they access the service unattended whilst connected to the Website;

 

(c)          ensure that they close the browser and log out when they have finished using the Website;

 

(d)         not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way any Information contained on the Website;

 

(e)          not attempt to download, scan, copy, print, photograph or otherwise capture any of the information contained in the Website, except that Viewers may print information for which the print capability has been enabled as indicated by the Website index and download any information for which the download capability has been enabled as indicated by the Website index.

 

(f)          not attempt to disable the protection software associated with the Website; and

 

(g)         not share their Website password with anyone else.

 

5.                DESTRUCTION OF DOCUMENTS DOWNLOADED FROM THE WEBSITE

 

At the request of the Seller, potential buyers or, as the case may be, Representatives agree to:

 

(a)          return to the Seller or, at its choice, destroy all Information downloaded from the Website and any information derived or generated therefrom together with any copies thereof (in all cases whether in the Viewer's possession or in the possession of others to whom such information is made known in whatever form (subject to the provisions of the Confidentiality Agreement));

 

(b)         delete all information downloaded from the Website and any information derived or generated therefrom from any computer, word processor, tablet, smartphone or other communication device through which the website is accessed, or other like device in the Viewer's possession, custody or control or in the possession, custody or control of others to whom such information is made known in whatever form (subject to the provisions of the Confidentiality Agreement); and

 

(c)          provide a certificate confirming that the provisions of clause 5(a) and clause 5(b) have been complied with.

 

Acceptance note

 

By clicking on the “Accept” button below and/or proceeding to use the Website, you confirm on behalf of your organisation that you have read and that your organisation agrees to be bound by the Rules and agrees to procure that each of the designated Viewers whom we have requested be given access to the Website shall also read and be bound by these Rules. 

 

The individual Viewer clicking on the “Accept” button and/or proceeding to use the Website also confirms in their personal capacity that they agree to be bound by these Rules.