1. Ankerkvartalet Holding AS (the Company) is the parent company of a group of companies (the Group) which own the property Ankerkvartalet in Stavanger, Norway (as further described and defined on www.ankerkvartalet.no) (the Property).
In connection with our possible interest in a transaction (the Transaction) regarding the sale of the shares in the Company, we recognize that we and certain of our directors, employees, owners, advisers and other persons related to us (the Representatives) will receive certain information and data relating to the Property, the Group and the Transaction, (Confidential Information).
2. We hereby acknowledge and undertake that we:
- may not disclose Confidential Information to any person other than Representatives who need to know the Confidential Information for the purpose of evaluating a possible Transaction, and not use or allow the use of the information for any purpose other than assisting in this evaluation;
- shall ensure that each Representative to whom Confidential Information is disclosed undertakes to keep all Confidential Information strictly confidential.
3. In this confidentiality undertaking, “Confidential Information” shall comprise, and be defined as, all information we receive about the Property, the Group and/or the Transaction, except
- Information which is or becomes generally available to the public other than as a result of an unlawful disclosure by us, or
- Information which we already have, or
- Information which becomes available to us on a non-confidential basis from a source other than the Company/Group and/or their respective advisers and employees.
4. Regardless of the above, this confidentiality undertaking does not apply to information we are required to disclose:
- According to law or public regulation, or
- By order of any court of competent jurisdiction or pursuant to any procedure for disclosure of documents in any proceedings before such court, or
- Pursuant to any order or decision by exchange, regulatory authority or agency, taxation authority or similar authority.
5. The confidentiality obligations set out in this undertaking shall be binding for three years from the date hereof.
6. This undertaking is only regulating the flow of information between the Parties in connection with the negotiations related to the Transaction, and does not establish any legal obligations of any kind with regard to the Transaction and the completion of this.
7. We acknowledge that this undertaking shall be governed by and interpreted in accordance with the laws of Norway. Any dispute arising out of or in connection with this undertaking shall be finally settled by arbitration pursuant to the 2004 Norwegian Arbitration Act. The arbitration shall be held in Oslo, Norway.