Securities Laws: Required Disclosures

Securities Laws: Required Disclosures

A publicly traded party, i.e., a corporate party whose shares and other registered securities are traded publicly, is required to disclose material information to the public about the company, including information related to the company’s financial condition, operating results, management compensation, etc. Accordingly, the parties to an NDA may desire to acknowledge a limited and well-defined exception to the NDA’s confidentiality requirements for disclosures required by applicable securities laws and exchange rules (with notice to the other party):

Exemplar N24A-1

If either party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by this Agreement, the party may make such disclosures or public statements as may be required by securities laws. The disclosing party shall provide the other party with prior notice to the extent practicable.

Exemplar N24A-2

In addition, without the prior written consent of the other party, each party shall not, and shall cause its Representatives not to, disclose to any person (other than its Representatives in accordance with the provisions of this letter agreement): (i) the fact that discussions or negotiations are taking place or have taken place concerning a Possible Transaction, (ii) any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof or either party’s consideration thereof or (iii) that this letter agreement exists or that Evaluation Material has been requested or made available to the Receiving Party or its Representatives (except that either party may make any such disclosure if it determines that such disclosure is required by applicable law or stock exchange agreements or regulations, but only in the event that, to the extent practicable, such party provides the other party reasonable advance notice of any such disclosure and, with respect to such disclosure required by applicable law, only in accordance with the procedures set forth above); provided, however, that if one party or its Representatives discloses any of the foregoing information, the non-disclosing party shall no longer be bound by the provisions of this paragraph to the extent of its reasonable need to respond to such disclosure.