Terms for M&A Buy Application
- Non-disclosure Agreement Our Company Notifies
Our company ("We") will commit confidentiality to your company or you ("You") as follows.
1. Purpose
Information ("this Information") We acquires from You is used solely for the purpose of judging eligibility ("Eligibility") for publications etc., notifications or advertisements and is not used for other purposes.
2. Scope of this Information
This Information excludes the following items.
a. At the time of disclosure, what was already published
b. After being disclosed, what has been published regardless of reasons attributable to our own responsibility
c. At the time of disclosure, what has been already legally held by ourselves
d. What is disclosed from a third party with legitimate authority
3. Scope of this Information Sharing
This Information shall be shared only by the minimum number of officers and employees within Us for judgment of Eligibility and not be disclosed to other persons in Us and third parties.
- Outsourcing Contract Both Parties Agree
Your company or you ("Party A") and Our Company ("Party B") enter into the contract ("Contract") as follows.
(Purpose)
1. Party A outsources Party B the buying application on our site to reach the seller ("Seller")
of candidates ("Candidate") for business aliances like acquisition or merger of a company
or business transfer (these integration as a whole, "Alliance")
(this operation as a whole, "Operation"). Party B accepts this Operation.
(Scope)
2. Party B executes following Operation for Party A.
a. Notifying Seller of Party A by e-mail
Party A is fully aware that Party B does not represent or warrant any aspect of
the Candidate information on our site.
Also Party A is fully aware that there is a possibility that the notification will not be done
according to the judgment of Party B, or Seller will not accept the application based on
the judgment of Seller.
(Obligation of Party A)
3. In the case that Alliance is established with the Seller Party B notifies,
Party A shall pay 1% of transfer price (Minimum: USD 20K) to Party B
within 30 business days from the date of the final Alliance contract establishment.
And if the jurisdiction Party A belongs to imposes any value-added tax ("VAT"),
Party A shall file and pay the VAT amount to the authority of the jurisdiction
(Reverse Charge of VAT).
(Contract with Candidate)
4. Party A shall accept Operation regarding which Party B may make a similar contract with Candidates
or its shareholders and give them some advice. Party A shall accept that such a Operation is not a
violation of this Contract.
(Exclusiveness)
5. Party A may request this Operation to other firms at the same time.
(Damages)
6. If Party A violates Article 3 of this Contract, Party A shall pay
its delayed damage which is calculated based on
the annual rate of 14.6% (1 year is set to 365 days) and
the days between the next day of due date and the day of repayment.
(Contract Period)
7. Contract Period shall be three year from the date of application to our site.
(Unstipulated Matter)
8. If any matters not stipulated in this Contract or any doubts occures,
Party A and Party B shall settle in good faith based on both consultations.