Request Due Diligence Access
Please fill out and submit the form below to request access to due diligence for this property. If you agree with the terms of the NDA, please check the "Approve NDA" box and submit. By submitting this form, you agree to the Terms and Conditions of the Confidentiality Agreement.
If you would like to modify the NDA, please download the Word version, make your changes, and attach the revised version to the form or email it to Jonathan@stream-cp.com.
Once we receive your NDA, will email you access to the due diligence files.
In connection with the consideration of a possible business transaction or other business arrangement (a “Possible Transaction”) involving Almark Holdings, Inc. (together with its subsidiaries, affiliates divisions, “Almark”) and _________________(together with its subsidiaries, affiliates divisions, “_______________”). Almark and _________________ (each a “Party” and collectively, the “Parties”) are prepared to make available to each other certain information concerning their business, financial condition, operations, assets and liabilities (such Party when disclosing such information being the “Disclosing Party” and such Party when receiving such information being the “Receiving Party”). In consideration of the Parties’ collective consideration of the Possible Transaction, the Parties hereby agree as follows.
The Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) which is furnished to the Receiving Party whether before or after the date hereof by or on behalf of the Disclosing Party (collectively, the "Evaluation Material") in accordance with the provisions of this agreement. As used in this agreement, a Party's "Representatives" shall include the directors, officers, employees, agents, affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended), financing sources, partners or advisors of such Party and those of its subsidiaries, affiliates and/or divisions (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors).
Unless otherwise agreed in writing by the Parties, none of the Parties nor any of the Representatives of a Party shall be (1) deemed to be a Representative of any other Party or (2) responsible for any act or omission of another Party or of such Party's Representatives.
The term "Evaluation Material" also shall be deemed to include any notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party to the extent that they contain, in whole or in part, the information furnished to the Receiving Party pursuant hereto. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by any Party prohibited by this agreement, (ii) was within the Receiving Party's possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such information was not known by the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party with respect to such information, (iii) becomes available to the Receiving Party from a source of such information which source was not known by the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party with respect to such information, or (iv) is independently developed by the Receiving Party or its Representatives. The Receiving Party hereby agrees that it shall use the Evaluation Material solely for the purpose of evaluating, negotiating, financing, and/or consummating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that it will not disclose any of the Evaluation Material in violation of the terms hereof; provided, however, that (i) the Receiving Party may make any disclosure of the Evaluation Material to which the Disclosing Party gives its prior written consent and
(ii) any of the Evaluation Material may be disclosed to the Receiving Party's Representatives to assist such Party in evaluating, negotiating, financing and/or consummating a Possible Transaction who are provided with a copy of this agreement and who the Receiving Party instructs to comply with the confidentiality provisions of this agreement. In addition, each Party agrees that, without the prior written consent of the other Party, it will not disclose to any other person other than to its Representatives the fact that the Evaluation Material has been made available to such Party, that discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof and the identity of the Parties thereto (collectively, the "Discussion Information"). The term "person" as used in this agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.
In the event that either Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Discussion Information or the Evaluation Material, such Party (the "Divulging Party") shall, to the extent permitted by law, provide the other Party (the "Non-Divulging Party") with prompt written notice of any such request or requirement so that the Non-Divulging Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Non-Divulging Party, the Divulging Party is nonetheless, after consultation with outside legal counsel, required to disclose Evaluation Material or Discussion Information, the Divulging Party may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which is legally required to be disclosed, provided that the Divulging Party uses its commercially reasonable efforts at the request and expense of the Non-Divulging Party to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by reasonably cooperating with such Non-Divulging Party at the Non-Divulging Party's request and expense to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Discussion Information. At any time upon the request of the Disclosing Party for any reason, the Receiving Party will promptly either deliver to the Disclosing Party or destroy (at the Receiving Party's election) all Evaluation Material (and any copies thereof) furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto or prepared by the Receiving Party or on its behalf, and no copy thereof shall be retained (provided, that the Receiving Party shall only be required to use commercially reasonable efforts to return or destroy any Evaluation Material stored electronically, and neither it nor its Representatives shall be required to return or destroy any electronic copy of Evaluation Material created pursuant to it or its Representatives' standard electronic backup and archival procedures). Notwithstanding the foregoing, the Receiving Party and each of its Representatives may each retain one copy of any Evaluation Material to comply with legal or regulatory requirements or established document retention policies, or to demonstrate its compliance with such requirements, and such retained Evaluation Material shall remain subject to the Receiving Party's or its Representatives' confidentiality obligations hereunder. Except as may be set forth in a Definitive Agreement, each Party understands and acknowledges that neither Party nor any of its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Only those representations or warranties which are made in a Definitive Agreement (as defined below) regarding any transactions contemplated hereby, when, as and if executed by the Parties, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.
Each Party agrees that unless and until a final binding written definitive agreement regarding a Possible Transaction among the Parties (a "Definitive Agreement") has been collectively executed and delivered, neither Party will be under any legal obligation of any kind whatsoever (whether under any theory of contract, unjust enrichment, detrimental reliance, fraud or otherwise) by virtue of this agreement or any other written or oral expression with respect to such a transaction by a Party or any of its Representatives except for the matters specifically agreed to herein and each Party hereby waives in advance any claims in connection with a Possible Transaction involving the Parties unless and until the Parties have entered into a Definitive Agreement. Each Party's respective disavowals and agreements in this paragraph will not be waived by any course of dealing prior to the mutual execution and delivery of a Definitive Agreement. Each Party reserves the right, in its sole discretion, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Possible Transaction, and to terminate discussions and negotiations with the other Party or its Representatives at any time. Each Party further agrees that no contract or agreement (or agreement to agree) providing for any Possible Transaction shall be deemed to exist unless and until a Definitive Agreement has been mutually executed and delivered. It is understood and agreed that no failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. This agreement may be modified or waived only by a separate writing by the Parties expressly so modifying or waiving such provision as is being amended.
It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement and that the non-breaching Party shall be entitled to seek equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this agreement but shall be in addition to all other remedies available at law or equity to the non-breaching Party.
This agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware without regard to any conflicts of law principles. Each Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware located within New Castle County and of the United States of America located in the District of Delaware for any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each Party also hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the State of Delaware or the United States of America located in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum, or that venue is improper in such court, or that such court does not have jurisdiction over its person or the subject matter.
This agreement may be signed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.
This agreement, and all obligations hereunder, shall terminate one year from the date hereof. [Signature pages follow]
STRICTLY CONFIDENTIAL AGREED AND ACCEPTED BY: Company: Almark Holdings, Inc. By:________________ Name: Title: Company: By:________________ Name: Title: October 9, 2018 Rider to the Confidentiality Agreement Ladies and Gentlemen, Reference is made to the letter agreement (the “Confidentiality Agreement”), between the undersigned party herein (the “Company”) and Almark Holdings, Inc. The undersigned agrees to be bound by the terms of the Confidentiality Agreement with the additional clarifying language. “With respect to the definition of Representatives, the undersigned agrees that Representatives will exclude the Royal Bank of Canada and its subsidiaries and affiliates, including, but not limited to, City National Bank.” The undersigned’s obligations under this letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to the conflicts of law prin-ciples thereof. Download NDA in Word format