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DOCSTOR: 2484839\1
[Name/Address of Prospective Purchaser]
Dear Sirs/Mesdames:
You have asked [NAME OF SELLER] (the Seller) and [NAME OF TARGET] ([together with
its subsidiaries,] the Corporation) to provide you with certain operational, financial and other
information relating to the Seller and the Corporation, including confidential, proprietary or
protected information not generally disclosed to the public. We understand that you intend to
use this information solely for the purpose of considering a potential purchase transaction [or
strategic alliance] between us (a Potential Transaction).
It is in the interest of both the Seller and the Corporation (collectively, the Disclosing Parties)
that certain confidential information be made available to you for purposes of evaluating and
implementing a Potential Transaction (the Permitted Purpose). Therefore, subject to the terms
and conditions of this letter agreement, and to the extent the Disclosing Parties consider
advisable in the circumstances, each of the Disclosing Parties agrees to provide Information (as
defined below) to you and you agree to use such Information solely for the Permitted Purpose.
All information relating to the Disclosing Parties or their respective businesses, operations or
assets (whether in written, electronic or other form and whether or not identified as confidential
at the time of disclosure) given to you or your Representatives and all analyses, compilations,
studies, forecasts or other documents or materials prepared in connection therewith is referred
to in this letter agreement as the Information. In addition, for purposes of this letter agreement,
(i) [Financial Intermediaries
means (a) rating agencies and services; and (b) potential co-
investors, hedge counterparties, re-insurers, financial intermediaries and liquidity or
credit providers, (ii)] Representatives means any [Financial Intermediaries and any]
directors, officers, employees, agents or other representatives or advisors, including, without
limitation, lawyers, accountants, actuaries, consultants and financial advisors, and (iii) “person”
shall be broadly interpreted to include, without limitation, any individual, corporation, group,
partnership, trust, governmental or regulatory authority or other entity.
As a condition to the Disclosing Parties agreeing to provide you and your Representatives with
Information, you agree as follows:
1 Information Requests. [Any requests for Information or other communications
respecting a Potential Transaction and any questions regarding process,
procedures or other matters must be submitted in writing to [l ], [title] of [l ],
[address] [facsimile] [e-mail] (or such other person as [he][she] designates) (the
Personal Confidentiality Agreement For Your Contact Detail
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