This Confidentiality Agreement (the "Agreement") is entered into as of the date of electronic acceptance by and between Private School Brokers, Ltd. ("PSB"), and the undersigned party ("Recipient").
1. Purpose
The Recipient has requested and may request in the future certain confidential information (the "Confidential Information") from PSB for the purpose of evaluating potential acquisitions or investments in private schools listed on the PSB platform (the "Purpose").
2. Definition of Confidential Information
Confidential Information refers to any and all information disclosed by PSB, including but not limited to business plans, financial data, historical and projected performance metrics, proprietary information, student and staff details, strategic plans, and any other data that is not publicly available.
3. Obligations of Recipient
The Recipient agrees to:
- Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of PSB.
- Use the Confidential Information solely for the Purpose.
- Restrict access to the Confidential Information to those of its employees, agents, or representatives who need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
- Not use the Confidential Information in any manner detrimental to PSB.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Recipient.
- Is known to the Recipient at the time of disclosure.
- Is disclosed to the Recipient by a third party who has the right to disclose such information.
- Is independently developed by the Recipient without the use of or reference to the Confidential Information.
5. School-Specific Addendum
Each time the Recipient requests access to information about a new school, the Recipient must acknowledge an addendum that specifies the particular details and obligations related to the Confidential Information of that school.
6. Return of Information
Upon request by PSB, the Recipient shall return or destroy all Confidential Information and any copies thereof.
7. No Obligation
This Agreement does not obligate either party to enter into any further agreements or to proceed with any transaction.
8. No Warranty
PSB makes no warranties regarding the accuracy or completeness of the Confidential Information.
9. Term
This Agreement shall remain in effect for a period of ten (10) years from the date of disclosure of the Confidential Information or until such time as the Confidential Information becomes publicly available through no fault of the Recipient.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to its conflict of law principles.
11. Digital Signature
By clicking "I Agree," the Recipient agrees to the terms and conditions of this Confidentiality Agreement, which applies to all current and future information requests made to PSB.
