SUBJECT TO CONTRACT / CONTRACT DENIED
THIS AGREEMENT is dated the 24th day of June 2025
BETWEEN:
(1) CONGREGATION OF CHRISTIAN BROTHERS having its registered office at Province Centre, Griffith Avenue, Marino, Dublin 9 (the “Disclosing Party”); and
(2) The PARTY can confirm their acceptance of the terms of this agreement by clicking “Accept” on the website registration at www.emmausswords.com.
RECITALS
(A) The Party may enter into discussions/negotiations concerning the possible acquisition by the Receiving Party of the former Emmaus Retreat Centre, Lissenhall, Swords, Dublin (the “Property”) (the “Proposed Transaction”).
(B) In consideration of the Disclosing Party agreeing to make available to the Receiving Party certain information relating to the Property the subject of the Proposed Transaction and other confidential information, the Receiving Party undertakes to comply with the terms set out in this Agreement.
NOW IT IS HEREBY AGREED as follows:
- INTERPRETATION
1.1 Definitions
In this Agreement:
“Affiliate” means another Person which is controlled by a Party hereto, which controls a Party hereto or which is under common control with a Party hereto. In the case of an Irish company, Affiliate means a company which is in a group with a Party hereto, pursuant to section 8 of the Companies Act 2014; in the case of a company not being subject to the Companies Act 2014, Affiliate means a company which but for that fact, would be in a group of companies pursuant to section 8 of the Companies Act 2014 with a Party hereto;
“Confidential Information” means any information or data relating to the Property and the Proposed Transaction including the technology, know how, trade secrets, trade, proprietary and/or other confidential information of a Party or any of its Affiliates, including, without limitation, any and all finance and facility documents, security documents, title documents, reports, valuations, statements of affairs, database data, security reviews, surveys, planning materials, books, records, accounts, memoranda, agreements, documents, correspondence and other data and any and all discoveries, ideas, concepts, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans and strategies, and other technical, financial or commercial information or personal data relating to or concerning the Property and/or a Party to this Agreement (or an Affiliate) and/or, in any case whether disclosed in written, oral, electronic or other tangible or intangible forms, and however recorded, preserved or disclosed, and whether disclosed directly by one Party to this Agreement to another Party to this Agreement or by a third party on behalf of a Party to this Agreement and whether disclosed before or after the date of this Agreement and may include information received from third Party acting in cooperation with or for the Disclosing Party;
“Control” means the power of a person, to secure directly or indirectly including through one or more intermediaries:
(i) by means of the holding of shares or the possession of voting power directly or indirectly in or in relation to that or any other Person; or
(ii) by virtue of any powers conferred by the constitutional documentation or other document regulating that or any other Person,
(iii) that the affairs of another Person are conducted in accordance with the wishes of the first mentioned Person and the expressions controlled and under common control which shall be construed accordingly;
“Data Room Rules” means the rules issued by the Disclosing Party from time to time and at any time whether before or after the date of this Agreement the current copy of which are annexed at Appendix 1;
“Person” includes any individual, company, body corporate, partnership or other entity;
“Purpose” means the use of the Confidential Information in diligencing the Property and in any discussions and negotiations between or within the Party hereto concerning or in connection with the Proposed Transaction or any part thereof.
1.2 Headings are inserted for convenience only and do not affect the construction of this Agreement.
2. Provision of Information
The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of their representatives, employees or agents makes any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any Confidential Information and that neither the Disclosing Party nor any of their representatives, directors, officers, employees, agents or advisors are liable to the Receiving Party in respect thereof. Furthermore the Receiving Party acknowledges that all information, including without limitation all Confidential Information, provided to any Potential Recipient by or on behalf of the Disclosing Party and/or their representatives is provided on a non-reliance basis and it shall not be under any obligation to update or correct any inaccuracy in any Confidential Information or be otherwise liable to the any Potential Recipient in respect of any Confidential Information.
3. Protection of Confidential Information
3.1 The Receiving Party shall keep and maintain all Confidential Information received in whatever form or manner from the Disclosing Party in strict confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party maintains in order to provide adequate protection of its own confidential information against unauthorised disclosure, copying or use.
3.2 The Receiving Party shall ensure that disclosure of the Confidential Information by any means (including without limitation by means of email communication) is restricted to those directors, officers, employees and advisers of any Potential Recipient having the need to know the same for the Purpose and shall ensure that each such Person is made aware of the confidential nature of the Confidential Information and is bound by confidentiality obligations similar to those contained in this Agreement.
3.3 Copies or reproductions of any Confidential Information shall not be made by the Receiving Party except to the extent reasonably necessary for the Purpose. Confidential Information and all copies or reproductions thereof shall be deemed to be the property of the Disclosing Party.
3.4 Notwithstanding the provisions of clause 10 herein, on the request of the Disclosing Party made at any time the Receiving Party shall deliver up to the Disclosing Party within seven days of receipt of such request all documents and other material in the possession, custody or control of the Receiving Party that bear or incorporate any part of the Confidential Information.
3.5 In this agreement “Potential Recipient” means
(a) the Receiving Party; and
(b) any Affiliate of the Receiving Party;
(c) any trust, fund, partnership or other entity managed or advised by the Receiving Party or any of its Affiliates;
(d) any trust, fund, partnership or other entity established for the purpose of the Purpose;
(e) any actual or prospective co-investor with any of the persons identified in paragraphs (a) to (d) above, any Affiliate or such co-investor or any manager or advisor to such co-investor; and
(f) any actual or prospective financier to any of the persons identified in paragraphs (a) to (e) above.
4. Limitations, Remedies & Exclusion of Warranties
4.1 Subject to the exceptions contained in clause 5 of this Agreement and to the provisions of clause 6, the Receiving Party shall not:
(a) divulge the Confidential Information of the Disclosing Party, in whole or in part, and by any means, to any third party other than to any of the directors, officers, employees and advisers of the Potential Recipient;
(b) use or permit the use of the Confidential Information of the Disclosing Party for any purpose other than the Purpose; or
(c) make or permit to be made any commercial use of the Confidential Information of the Disclosing Party or any part thereof for any purpose other than the Purpose without the prior written consent of the Disclosing Party.
4.2 The Receiving Party agrees that if it becomes aware of any breach of the terms hereof it shall promptly notify the Disclosing Party of the same and shall give (or procure that there is given) to the Disclosing Party all reasonable assistance in connection with any proceedings which the Disclosing Party may institute in respect of any such breach against any of the Persons referred to in clause 3 and will use all reasonable endeavours to prevent the occurrence of any further breach of the terms hereof.
4.3 Without prejudice to any other rights and remedies that the Disclosing Party may have, the Receiving Party acknowledges that, in certain circumstances, damages would not be an adequate remedy for the breach of this Agreement and the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement (and/or to procure that the Receiving Party seeks such reliefs from any Potential Recipient or other third party to whom the Confidential Information has been disclosed) and that no proof of special damages shall be necessary for the enforcement of this Agreement.
4.4 None of the Receiving Party and/or any Potential Recipient will, without the express written consent of the Disclosing Party, contact or communicate (directly or indirectly) with an individual or company whose information comprises part of the Confidential Information pursuant to this Agreement or otherwise discuss with or make known to such company, individual or other party that the Receiving Party is reviewing the Confidential Information provided, however, that the Receiving Party shall not be prohibited from communicating (directly or indirectly) with any party referred to in this clause where such communication is not in connection with, (whether directly or indirectly), the Proposed Transaction or the Purpose, provided always that the Receiving Party does not
(a) use or reveal Confidential Information to any such party;
(b) disclose the fact that it received the Confidential Information to any such party; or
(c) disclose any terms or conditions with respect to a Proposed Transaction or the existence of a Proposed Transaction to any such party.
5. Exceptions
5.1 The foregoing obligations shall not apply to any Confidential Information which:
(a) is in the public domain at the time of disclosure in printed publications or later becomes in the public domain through no fault of the Receiving Party;
(b) can be reasonably shown by documentary evidence produced to the Disclosing Party within ten (10) days of disclosure that such Confidential Information was already in possession of the Receiving Party and its free disposal before the disclosure herein to the Receiving Party;
(c) is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligations in favour of the Disclosing Party or from any third party who was subject to any such obligation and who was entitled to disclose such information as a matter of right, without any restriction on disclosure and/or use in favour of the Disclosing Party; or
(d) is required by applicable law or by an order or direction of a court of competent jurisdiction or of any stock exchange, governmental department or agency or other regulatory body to be disclosed (in which case the Receiving Party will give the Disclosing Party as much prior written notice thereof as reasonably practicable and disclosure will be made only to the extent required, and subject to the Person(s), bodies or entities to whom the information is so disclosed being bound by obligations of confidentiality to the extent reasonably possible).
6. Affiliates
6.1 The Party recognise that the Receiving Party may be part of an organisation of multiple legal entities in several jurisdictions and that it may be necessary or appropriate for each Party to provide Confidential Information to its affiliated companies. For this purpose, the Disclosing Party agree that:
(a) the Receiving Party may disclose Confidential Information received by it to an Affiliate but only to the extent that such Affiliate has a need to know such Confidential Information for the Purpose;
(b) disclosure by or to an Affiliate of a Party hereto shall be deemed to be a disclosure by or to that Party, as applicable; and
(c) to guarantee the observance and proper performance by its Affiliates of the terms and conditions of this Agreement.
7. Indemnity
The Receiving Party hereby agrees and undertakes to fully indemnify and keep indemnified the Disclosing Party against all actions, proceedings, claims, losses, expenses, demands, costs, awards and damages arising directly or indirectly as a result of any breach of the Receiving Party's obligations under this Agreement or the terms of provisions of this Agreement by the Receiving Party and/or the Potential Recipient.
8. No License or Warranties
All Confidential Information including any intellectual property rights and other rights (howsoever described) in the Confidential Information are and shall remain the absolute property of the Disclosing Party and no license under any trademark, patent, copyright or any other intellectual property right is granted or implied by the disclosure of Confidential Information to the Disclosing Party. None of the Confidential Information which may be disclosed or exchanged by the Party shall constitute any representation, warranty, assurance, guarantee or other inducement of any kind by either Party to the other or to any other person(s) with respect thereto including, in particular, with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property or other rights of third Party.
9. No Commitment
The Party further mutually acknowledge that, except for this Agreement, no Party shall be committed to another Party in any way, or obliged to enter into any transaction, unless and until a further formal agreement is duly executed and delivered and that no Party is obligated in any way to enter into any such agreement. The Party agree not to make, issue, or release any public announcement statement or acknowledgement of the existence of this Agreement, the discussions between the Party or any evaluation being undertaken by any Party, without the prior written consent of the other Party, except as may be required by law.
10. Terms and Termination
10.1 This Agreement shall govern all communications relating to Confidential Information between the Party hereto within the scope of the Purpose until such time as this Agreement is either expressly superseded by a subsequent agreement between the Party hereto or upon the Party giving to each other not less than seven (7) days prior notice in writing of termination, whichever is earlier provided always that the obligations set forth in this Agreement shall survive the termination for a period of thirty six months from the date of termination or expiration of this Agreement howsoever arising.
10.2 On termination or expiration of this Agreement, the Receiving Party shall on written request forthwith return (or procure the return) to the Disclosing Party, or as the Disclosing Party may direct, all Confidential Information received by it and in addition, at the option of the Disclosing Party, shall either (a) return (or procure that there shall be returned) all copies or reproductions of any Confidential Information so received (in whatever form or medium the same shall have been made and whether in the possession or under the control of the Receiving Party or any Affiliates thereof or of any of its or their respective agents or advisers) or (b) destroy (or procure the destruction of) all such copies or reproductions and confirm in writing to the Disclosing Party that the same have been destroyed save that this obligation shall not apply to any advisor of any Potential Recipient who is required by its professional conduct rules to maintain files or records for a period of time or any Confidential Information provided to it.
11. Waiver
The rights of the Disclosing Party under this Agreement will not be prejudiced or restricted by any indulgence or forbearance extended to the Receiving Party, and no waiver by either Party in respect of any breach of the terms of this Agreement will operate as a waiver in respect of any subsequent breach.
12. Notices
Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant Party or Party or sent by pre-paid registered post airmail or fax to the address of that Party specified in this Agreement or to that Party's fax number thereat or such other address or number as may be notified hereunder by that Party from time to time for this purpose and will be effective notwithstanding any change of address or fax number not so notified. Unless the contrary is proved, each such notice or communication will be deemed to have been given or made and delivered, if by post 48 hours after posting, if by delivery when left at the relevant address or, if by fax and/or email upon transmission, subject to the correct code or fax number and/or email address being received on the transmission report.
13. No assignment
This Agreement is personal to the Party and shall not be assigned or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party or Party.
14. Data Room Rules
By their execution of this Agreement the Party agree to be bound by the terms of the Data Room Rules.
15. Entire Agreement
This Agreement constitutes the entire agreement between the Party relating to the matters discussed herein. In the event of any conflict between the terms of this Agreement and the terms of any other agreement entered into by the Party in relation to the Purpose and/or the Proposed Transaction, the terms of this Agreement shall prevail. Should any provision of this Agreement be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof, which shall remain in full force and effect. All additions or modifications to this Agreement must be made in writing and must be signed by all Party hereto.
16. Counterparts
This Agreement may be executed in any number of counterparts, each of which is an original and all of which when taken together shall constitute one and the same agreement.
17. Severability
Each provision of this non-disclosure agreement is severable and distinct from the others. The parties intend that each of those provisions shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this agreement but (except to that extent in the case of that provision) it and all other provisions of this agreement shall continue to be effective and their validity, legality and enforceability shall not be affected or impaired as a result, subject to the operation of this clause not negating the commercial intent and purpose of the parties under this agreement.
If any provision of this agreement is illegal or unenforceable because any period or area specified in it exceeds that permitted by a relevant authority, that provision shall take effect with the minimum modification necessary to make it valid, effective and acceptable to that relevant authority subject to that modification not negating the commercial intent of the parties under this agreement.
18. Governing Law
This Agreement and any dispute, controversy, proceeding or claim whatsoever arising out of or in any way relating to it or its formation, including the Data Room Rules shall be governed by and construed in accordance with Irish law and each Party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.
IN WITNESS WHEREOF this Agreement has been signed on behalf of each Party by its duly authorised representative on the date referred to above.
APPENDIX 1
Dated 26th of May 2025
STRICTLY PRIVATE & CONFIDENTIAL
DATA ROOM RULES AND PROCEDURES
GOVERNING ACCESS TO AND MANAGEMENT OF THE WEBSITE DATA ROOM
These rules and procedures (the “Rules”) regulate the use of the Website made available to the approved Participant and Viewers in connection with the proposed transaction under the project name the Former Emmaus Retreat Centre, Swords, Lissenhall, Dublin (the “Transaction”).
- Definitions
1.1 In these Rules:
“Disclosing Party” means the Party listed in the Non-Disclosure Agreement;
“Information” means any information made available via the Website;
“Non-Disclosure Agreement” means the non-disclosure agreement entered into between the Disclosing Party and the Participant in connection with the Transaction;
“Participant” means the bidder in the Transaction who has been granted access to the Website;
“Transaction Agreement” means the agreement (if any) entered by the Disclosing Party to give effect to the Transaction;
“Viewers” means the officers, employees, representatives, agents and advisers of the Participant including, unless the context admits otherwise, the Participant themselves, and Viewer means any one of them; and
“Website” means the website data room established for the purposes of the Transaction.
2. General
2.1 The materials for the conduct of due diligence in respect of the Transaction are available on the Website.
2.2 In offering the Website the Disclosing Party is making available a facility which allows the Viewers to access, via the Internet, Information relating to the Transaction. In consideration of the use of this Website the Participant and the Viewers agree to be bound by these Rules and to adhere to all procedures set out in these Rules. These Rules apply to each and every occasion on which the Website is accessed by a Viewer.
2.3 The Participant and Viewers shall only be granted access to the Website with the prior consent of the Disclosing Party and such consent may be withdrawn at any time without prior notice. Prior to gaining admission to the Website, Viewers shall accept the terms and conditions of the Website.
2.4 All Viewers are reminded that the Information is being provided subject to and is to be used strictly in accordance with the terms of the Non-Disclosure Agreement signed by each Participant. Where Viewers have not signed the Non-Disclosure Agreement, the Viewers, by agreeing to the terms and conditions of access to the Website as set out in these Rules, confirm that he/she/it has read or is aware of the Non-Disclosure Agreement validly countersigned by an authorised person on behalf of the Participant with which the Viewer is associated, and that the Viewer is fully aware of the obligations in the Non-Disclosure Agreement and agrees to be bound by its provisions as if he/she/it had signed the Non-Disclosure Agreement.
2.5 Viewers shall ensure that their employees and any consultants and each other person who reports to them:
(a) are aware of their obligations in the Non-Disclosure Agreement; and
(b) shall comply with the terms of the Non-Disclosure Agreement.
2.6 Viewers agree and acknowledge that these Rules apply to each and every occasion that the Website is accessed by a Viewer, and shall be deemed to have represented to the Disclosing Party that the Viewer is fully aware of these Rules and gives the undertakings set out herein.
2.7 Nothing on the Website or contained in these Rules constitutes an offer by the Disclosing Party or any other party to sell any loan, property, asset, business or shares or to enter into any agreement or any form of invitation to treat in any way whatsoever.
2.8 No representation or warranty, express or implied, is or will be given, and no responsibility or liability is or will be accepted by the Disclosing Party nor any of their respective shareholders, officers, employees or advisers as to the accuracy or completeness of any Information on the Website. In preparing the Website the Disclosing Party has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to the Disclosing Party by or on behalf of any third party or which was otherwise reviewed by the Disclosing Party and no representation, warranty, undertaking or assurance of any kind, express or implied is or will or has been authorised to be made to the accuracy or completeness of the Website. Neither the Disclosing Party nor any of their respective shareholders, officers, employees or advisers will be liable to any party to whom such Information may be disclosed, for any loss or damage howsoever caused arising directly or indirectly out of the inaccuracy or incompleteness of any of the Information or for any damage as a result of loss or interruption to a Viewer's access to the Website.
2.9 The Disclosing Party shall not be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from the Website or any other information or communications made in connection with the matters set out herein. The Disclosing Party accepts no liability for the actions of any third party referred to in the Website or in particular the actions of any bidder. If successful the Participant will be required to acknowledge in the Transaction Agreement that it has not relied on or been induced to enter into such Transaction Agreement by any representation or warranties save as expressly set out in the Transaction Agreement.
2.10 The Disclosing Party and its advisers hereby expressly reserve the right to (at their absolute discretion) alter these Rules or to suspend or terminate the right of access of any Viewers to the Website at any time and from time to time without notice.
2.11 The Participant must obtain (and will be deemed to have obtained) its own independent legal, taxation, financial, commercial, regulatory, technical and other advice in relation to the Information or otherwise made available to the Participant before or during the Transaction. Nothing in the Website should be construed as legal, taxation, financial, commercial, regulatory, technical or other advise by the Disclosing Party for the Participant all of which the Participant acknowledges that it should seek from its own advisors.
3. Using the Website
While using the Website, Viewers must:
3.1 Take all reasonable steps to ensure that none of the Information is visible to, or capable of being, overlooked by other unauthorised persons;
3.2 Not leave their computer or other communications device through which they access the service unattended whilst connected to the Website;
3.3 Ensure that they close the browser when they have finished using the Website;
3.4 Not share his or her username and/or password with others;
3.5 Not attempt to disable any protection software associated with the Website;
3.6 Not deface, mark, alter, modify, vary (including varying the sequence of), damage or destroy in any way any Information contained on the Website;
3.7 Not do anything which may compromise or interfere in any way with the stability or security of the Website or any of its features.
4. Updating the Website
4.1 Further documents may be added to the Website and existing documents on the Website may be updated at any time. It is the responsibility of each Viewer to check regularly whether any information has been added to, amended or removed from the Website.
4.2 Viewers may be notified by e-mail of any new or updated documents that are uploaded onto the Website into all workspaces and folders to which they have access rights.
5. Conditions of Access
5.1 Viewers agree and acknowledge that they are being granted access to the Information contained on the Website solely in order to review the Information. Viewers understand that their access to the Website is subject to the following additional conditions:
5.2 All of the Information contained on the Website is considered confidential and is subject to the Non-Disclosure Agreement. Viewers will maintain the Information in confidence and will not disclose any of the Information to others except as expressly permitted by the Non-Disclosure Agreement.
5.3 Viewers will not attempt to download, scan, copy, print or otherwise capture any of the Information contained on the Website, except that Viewers may print Information for which the print capability has been enabled as indicated by the Website index. Viewers will not attempt to circumvent any of the security features of the Website, and will not enable or allow others to access the Website using the Viewers' authorisation to the Website.
5.4 Viewers acknowledge that the Information on this Website has been prepared to assist the Participant in making their own evaluation of a potential transaction involving the Disclosing Party. The Disclosing Party and their respective shareholders, officers, employees and advisers do not warrant or represent the Information as being all-inclusive or to contain all information that may be desirable or necessary in order to properly evaluate a potential transaction involving the Transaction.
6. Acceptance
By checking on the "Check this box if you have read and agree to the NDA” on the relevant access page of the Website, Viewers acknowledge that they have read, understand, and agree to the terms and conditions set out in these Rules.
7. Alternations
For the avoidance of doubt, if any alterations to the above agreement are agreed in advance of accessing the site, this revised document will govern undertakings (as opposed to the above) and clicking hereunder “I accept” will not extend liability beyond the agreed document.
