The Client (hereinafter referred to as "Disclosing Party"), regarding the confidential sale of their gym business AND the "Receiving Party".
WHEREAS, the Disclosing Party owns and operates a gym business that is currently for sale and the Receiving Party is interested in learning more about the business for the purpose of a potential acquisition (the "Permitted Purpose");
WHEREAS, the Disclosing Party is willing to disclose certain confidential and proprietary information to the Receiving Party for the Permitted Purpose, subject to the terms and conditions of this Agreement;
WHEREAS, Sell My Gym (acting as a facilitator and not a principal in the sale) has introduced the Disclosing Party and the Receiving Party and wishes to clarify its role and limit its liability.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Definition of Confidential Information
"Confidential Information" shall include any and all technical, financial, business, operational, marketing, and other non-public information, in any form or medium, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, whether orally, visually, in writing, or by any other means. This includes, but is not limited to:
• Financial statements, profit and loss statements, balance sheets, and tax returns.
• Membership lists, client data, and marketing strategies.
• Operational procedures, equipment details, and supplier information.
• Business plans, forecasts, and projections.
• Any information regarding the sale process, including the asking price and terms of sale.
• Any other information that, by its nature, would reasonably be considered confidential.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
2. Obligations of Receiving Party
The Receiving Party agrees to:
• Hold in Confidence: Keep all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.
• Limited Use: Use the Confidential Information solely for the Permitted Purpose.
• Protection: Take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorised use of the Confidential Information, which shall be no less than the measures the Receiving Party uses to protect its own confidential information of a similar nature.
• No Copying/Reproduction: Not copy, reproduce, or otherwise duplicate the Confidential Information, in whole or in part, except as reasonably necessary for the
Permitted Purpose, and any such copies shall remain subject to the terms of this Agreement.
• Return or Destroy: Upon the Disclosing Party's request or the termination of discussions regarding the Permitted Purpose, promptly return or destroy all Confidential Information and all copies thereof, and certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed.
3. Role of Sell My Gym
The Receiving Party acknowledges and agrees that:
• Sell My Gym is acting solely as an intermediary to facilitate the introduction between the Disclosing Party and the Receiving Party.
• Sell My Gym is not a party to the potential sale of the gym business and has no ownership interest in the business.
• Sell My Gym makes no representations or warranties, express or implied, regarding the accuracy, completeness, or suitability of any Confidential Information provided by the Disclosing Party.
• Sell My Gym accepts no responsibility or liability for any actions, omissions, representations, or disclosures made by either the Disclosing Party or the Receiving Party, nor for any outcome of the discussions or potential transaction.
• The Receiving Party agrees to hold Sell My Gym harmless from any and all claims, demands, losses, liabilities, costs, and expenses (including legal fees) arising out of or in connection with the disclosure or use of Confidential Information, or the potential transaction.
4. No Obligation
This Agreement does not obligate the Disclosing Party to disclose any information, nor does it obligate either party to enter into any business relationship or transaction. Either party may, at its sole discretion, terminate discussions at any time.
5. No Warranty
All Confidential Information is provided "AS IS." The Disclosing Party makes no warranties, express or implied, regarding the accuracy, completeness, or performance of the Confidential Information.
6. Remedies
The Receiving Party acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Agreement, and that the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or remedy any such breach.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
9. Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date.
Complete the information below to confirm that you understand and abide by everything within the NDA agreement.