Due Diligence Deed Template

DUE DILIGENCE DEED

This Deed is made on the day of , .

BETWEEN: Recipient Name: of Address: (Recipient)

AND: Discloser Name: of Address: (Discloser)

RECITALS

WHEREAS the Discloser possesses certain information, documents and materials relating to: (Target);

WHEREAS the Recipient requires access to the Target information for the purpose of conducting due diligence in respect of: ; and

WHEREAS the Discloser is willing to provide certain information to the Recipient on the terms set out in this Deed to facilitate the Recipient's evaluation of the Target.

NOW THEREFORE this Deed witnesses and it is agreed as follows:

1. DEFINITIONS

In this Deed, unless the context otherwise requires:

"Confidential Information" means all information disclosed by or on behalf of the Discloser to the Recipient, whether oral, written, electronic or otherwise, including but not limited to financial data, contracts, reports, technical data, customer lists, personnel information and any notes, analyses or materials derived from such information.

"Purpose" means the evaluation of the Target for the Recipient's consideration of an acquisition, investment or other commercial transaction as described in recital_purpose.

2. SCOPE OF DUE DILIGENCE

2.1 The Discloser will make available to the Recipient, for the Purpose only, those documents and information reasonably requested by the Recipient and agreed by the Discloser. Documents provided will be identified in the Discloser's records and in any delivery schedule.

2.2 The Recipient acknowledges that the Discloser may withhold documents that are privileged or which the Discloser reasonably considers not necessary for the Purpose.

3. ACCESS AND INSPECTION

3.1 The Discloser grants the Recipient and its representatives reasonable access to premises, personnel and systems necessary to perform the due diligence, subject to reasonable prior notice and the Discloser's security and confidentiality procedures.

3.2 The Recipient will ensure that all representatives accessing Confidential Information are bound by confidentiality obligations at least as stringent as those in this Deed and will be responsible for any breach by its representatives.

4. CONFIDENTIALITY AND USE

4.1 The Recipient must keep Confidential Information strictly confidential and must not disclose it to any third party except:

(a) as required by law or by a competent regulatory authority; or (b) to its professional advisers or financiers on a need-to-know basis provided such persons are bound by confidentiality obligations no less onerous than those in this Deed.

4.2 The Recipient will use Confidential Information solely for the Purpose and for no other purpose, unless prior written consent is given by the Discloser.

5. NO RELIANCE

5.1 The Recipient acknowledges that the Discloser makes no representation or warranty, express or implied, as to the accuracy, completeness or fitness for purpose of the Confidential Information. The Recipient will rely on its own enquiries and investigations.

6. WARRANTIES AND ACKNOWLEDGEMENTS

6.1 The Discloser warrants that it has the right to disclose the Confidential Information to the Recipient for the Purpose. Other than this express warranty, the Discloser gives no warranties and all other warranties are excluded to the fullest extent permitted by law.

6.2 The Recipient acknowledges that the provision of Confidential Information does not create any obligation for the Discloser to enter into any further agreement or transaction.

7. INDEMNITY

The Recipient indemnifies and holds harmless the Discloser from and against any loss, liability, damage, cost or expense (including reasonable legal fees) arising out of a breach by the Recipient or its representatives of the Recipient's obligations under this Deed.

8. LIMITATION OF LIABILITY

To the extent permitted by law, neither party will be liable to the other for consequential, special or indirect loss arising out of this Deed. Each party's aggregate liability for direct loss arising in connection with this Deed is limited to the sum of .

9. TERM AND RETURN OF MATERIALS

9.1 This Deed takes effect on the date first written above and continues until the earlier of: (a) written agreement to terminate by the parties; or (b) from the date of disclosure.

9.2 Upon termination or upon written request by the Discloser, the Recipient must return or destroy all Confidential Information and certify in writing that it has done so, except for a single copy retained to evidence compliance with this Deed.

10. NOTICES

10.1 All notices, requests or other communications under this Deed must be in writing and delivered to the addresses below (or as otherwise notified in writing).

11. AMENDMENTS AND WAIVER

11.1 No amendment or waiver of any provision of this Deed is effective unless it is in writing and executed by both parties.

12. GOVERNING LAW

This Deed is governed by and is to be construed in accordance with the laws of the jurisdiction specified as: . The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

13. ENTIRE AGREEMENT

This Deed constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, understandings, negotiations and discussions relating to that subject matter.

14. SEVERABILITY

If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

15. COUNTERPARTS AND DELIVERY

This Deed may be executed in any number of counterparts and delivery of an executed counterpart by electronic image, facsimile or other electronic means will be effective to bind the parties.

16. EXECUTION AS A DEED

The parties intend that this instrument is executed as a deed and that it takes effect as a deed once signed by both parties in the manner set out below.

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