NCNDA
This Non-Circumvention, Non-Disclosure and Confidentiality Agreement (“Agreement”) is entered into as of the date of electronic signature below between:
Disclosing Party: Granya Capital Ltd (Company No. 16986324), a company registered in England and Wales, whose registered office is 268 Bath Road, Slough, SL1 4DX (“Granya”).
Receiving Party: The individual or entity whose details are entered and electronically signed below (“Recipient”).
1. Background
Granya Capital is a UK-based real estate capital and advisory firm specialising in transactions across the hotel, aparthotel, PBSA, BTR and PRS asset classes. In connection with the evaluation of a potential Transaction, Granya wishes to share Confidential Information with the Recipient on the terms set out in this Agreement.
2. Definitions
“Confidential Information” means any and all information disclosed by Granya to the Recipient relating to any transaction, property, portfolio, investor, mandate, pricing, financial model, term sheet, deal structure, off-market opportunity, investor identity, or any other commercially sensitive matter, whether or not marked as confidential.
“Transaction” means any acquisition, disposal, debt arrangement, joint venture, equity placement, mandate or other commercial arrangement relating to any real estate asset or portfolio.
“Permitted Purpose” means the evaluation, analysis and negotiation of a potential Transaction with Granya and for no other purpose.
“Introducee” means a person or entity introduced by Granya to the Recipient in connection with a potential Transaction.
3. Non-Disclosure Obligations
The Recipient agrees to: (i) keep all Confidential Information strictly confidential; (ii) use it solely for the Permitted Purpose; (iii) restrict access to those with a strict need to know; (iv) not use Confidential Information for any competitive purpose; (v) promptly notify Granya of any unauthorised disclosure; (vi) not copy or reproduce Confidential Information beyond what is strictly necessary; (vii) upon request, return or permanently destroy all Confidential Information.
4. Non-Circumvention Obligations
The Recipient irrevocably agrees that for 24 months from the date of this Agreement it shall not: (i) contact or transact with any Introducee introduced by Granya without Granya’s written consent and involvement; (ii) use Confidential Information to exclude Granya from any Transaction; (iii) attempt through any third party to conclude a Transaction that deprives Granya of its agreed fee; (iv) disclose the identity of any Introducee without Granya’s written consent.
5. Permitted Disclosures
The obligations in Clause 3 shall not apply to information that: (i) is or becomes publicly available other than through breach; (ii) was already known as evidenced by prior written records; (iii) is independently developed without reference to Confidential Information; (iv) is required by law or court order, provided Granya receives prompt prior written notice to the extent legally permitted.
6. No Licence or Representation
Nothing in this Agreement grants any licence or right in any intellectual property belonging to Granya. No representation or warranty is given as to the accuracy or completeness of any Confidential Information.
7. Remedies
The Recipient acknowledges that any breach could cause Granya irreparable harm. Granya shall be entitled to seek injunctive or other equitable relief, subject to the court’s discretion.
8. Term
This Agreement shall remain in full force for 5 (five) years from the date of electronic signature, or until the conclusion of the Transaction, whichever is the later. Obligations of confidentiality shall survive termination. The non-circumvention period is as stated in Clause 4.
9. Governing Law & Jurisdiction
This Agreement is governed by the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. It may not be amended except in writing signed by both Parties.
11. Electronic Signature
By entering their full legal name and clicking “I Agree & Sign”, the Recipient intends to authenticate and be bound by this Agreement. The typed name, acceptance confirmations, agreement version and server-recorded date and time form the electronic execution record.