A data room disclaimer is an essential document that sets expectations and protects both parties involved in a transaction involving the sharing of sensitive business information. Here are the key components of a data room disclaimer and why they’re important:
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Confidentiality: This section explains that the shared information is confidential and should be treated as such by the recipient. It sets the expectation that the information will not be disclosed to third parties without proper authorization.
Example: "The Disclosing Party hereby designates the Information as confidential and proprietary to the Disclosing Party. The Receiving Party agrees to hold and maintain the Information in strict confidence for the sole purpose of evaluating the potential business relationship between the Parties."
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Limitation of Liability: This section limits the liability of the disclosing party if any third party obtains or uses the shared information without authorization. It also states that the recipient assumes all risks related to the use of the information.
Example: "The Disclosing Party shall not be liable for any damages, losses, or expenses arising from disclosure or use of the Information by the Receiving Party or its representatives, except as expressly provided in this Agreement."
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Governing Law: This section states which jurisdiction’s laws will govern the interpretation and enforcement of the data room agreement. It also specifies that any disputes arising from the agreement shall be resolved through arbitration or other specified means.
Example: "This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions."
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Duration: This section explains how long the confidentiality obligations last. It typically lasts as long as the parties are negotiating or have a business relationship.
Example: "The confidentiality obligations under this Agreement shall remain in effect for a period of five (5) years from the Effective Date."
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Definitions: This section clarifies any undefined terms used within the data room agreement. It ensures that both parties are on the same page when interpreting the document.
Example: "For the purpose of this Agreement, ‘Information’ means all non-public and proprietary information disclosed by the Disclosing Party to the Receiving Party under this Agreement."
In conclusion, a data room disclaimer is crucial for businesses engaging in transactions that involve sharing sensitive information. It sets clear expectations regarding confidentiality, liability, governing law, duration, and definitions to ensure a successful and secure business relationship.