16. This agreement constitutes the entire agreement between Moonfare and the potential investor and replaces and removes all previous drafts, agreements, agreements and agreements between them, either in writing or orally, with respect to their purpose. Each party agrees not to have corrective action with respect to declarations, assurances, insurance or guarantees (innocent or negligent) that are not provided for in this agreement. Each party agrees not to be entitled to innocent or reckless misrepresentation on the basis of a statement made in this agreement. Some of these remarks may seem questionable: but there are a number of cases where NDA offences, sometimes unintentional, have been the subject of heated litigation. The fact is that, in today`s economy, the wealth of many companies is almost exclusively protected by intellectual property and, in particular, by intellectual property as a trade secret. Of course, if trade secrecy is made public, it loses its value. Therefore, the development of AIF and the implementation of protocols and procedures that allow each party to monitor very closely and stifle potential infringements in the bud are very high. On the other side of the coin, if the agreement does not occur, be careful not to have been “contaminated” by the information, which means that the disclosure of information that you already have is accepted … and plan to use in your business. And once created, do not deviate from the confidentiality agreement. Buyers will regularly try to change some of the conditions to their advantage. Don`t allow it.
If you do, you can be sure that your ongoing negotiations with this buyer will be long and laborious, as every document you send from there will be reduced. In this context, the English High Court recently issued a referral order preventing the disclosure and publication by Reuters of confidential documents on fund manager Brevan Howard Asset Management (BHAM). Hedge fund managers and others who want to impose confidentiality are reassured by the result. The next remark is suggested by an NDA that I recently checked. The parties to an otherwise well-developed NOA have introduced a provision that the contract can be awarded by both parties without the agreement of the other party. This is, at least in most cases, totally incompatible with the spirit of an NOA. It is quite difficult to review a confidentiality agreement if you know who you are dealing with; If the other man turns out to be a stranger from the initial transaction, the issuer/target`s police power may become completely ephemeral. However, the Tribunal rejected this argument on the grounds that, if they felt that their confidential business information could be made public without restriction, they would be less inclined to disclose complete and honest information to investors who would therefore be less informed about their investments.