CONFIDENTIALITY AGREEMENT
CAPL 2015 STANDARD FORM
This Agreement is dated the
day of
,
, and made between:
("Company A") having an office at the following street address:
in the
of
,
in the Province/State of
,
(Postal/Zip Code)
-AND-
("Company B") having an office at the following street address:
in the
of
,
in the Province/State of
,
(Postal/Zip Code)
RE:
(this is a brief description of the Asset only for reference purposes)
Whereas Company A and Company B are considering entering into a Transaction in relation to the Asset and the
Owner is prepared to have certain proprietary, non-public or confidential information, relating to the Owner, its
Affiliates, the Asset or the Transaction, disclosed or furnished to the Recipient for the Recipient’s analysis and
evaluation in regard to the Asset and Transaction. Therefore, in consideration of the mutual covenants and
agreements herein set forth, the Parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1
Incorporation of Procedure
The Procedure is incorporated into and forms part of this Agreement as if contained within the body
hereof.
1.2
Definitions
In this Agreement, including the foregoing recital, the definitions contained in the Procedure shall apply,
and in addition:
Confidentiality Agreement dated the
day of
,
, between
and
RE:
Page 2 of 4
(a)
"Agreement" means the body of this agreement, the Procedure and any appended schedules;
(b)
"Asset" means the lands, tangibles, interests, rights, obligations, liabilities, securities, equities or entities
of the Owner, including any securities, equities or entities related to a corporate merger or acquisition, to
which the Transaction pertains, as more particularly set forth in Schedule "A";
(c)
"Effective Date" means
(d)
"Exclusion Area" means that area of land outlined in Schedule "D", if Clause 10 of the Procedure
applies;
(e)
"Exclusion Period" means a period of
Effective Date, if Clause 10 of the Procedure applies;
(f)
"Owner" means that Party who owns the Asset to which the Confidential Information pertains, and, in
the event this is a reciprocal agreement, shall mean each Party with respect to the Asset owned by that
Party and the Confidential Information related thereto.
(g)
"Procedure" means the CAPL 2015 Standard Form Confidential Information Disclosure Procedure,
complete with the elections and modifications, if any, set forth in Schedule "C";
(h)
"Recipient" means that Party who is wanting to receive the Confidential Information from the Owner,
and, in the event this is a reciprocal agreement, shall mean each Party with respect to the Asset owned by
the other Party and the Confidential Information related thereto.
(i)
"Term" means a period of
1.3
Schedules
;
(
(
) month(s) from the
) month(s) from the Effective Date.
The following are attached to and incorporated into this Agreement:
(1)
Schedule "A", which sets forth the particulars of the Asset (maps, lists, summaries, etc.);
(2)
Schedule "B", which sets out the following:
Owner's designated Representatives
Recipient's Main Contact
List of Recipient's Representatives requiring Data Room access, if applicable
Individual package(s) of Confidential Information the Recipient may select to consider
for a Transaction (if applicable);
(3)
Schedule "C", which sets forth the elections and modifications, if any, to the Procedure;
CAPL 2015 Standard Form Confidentiality Agreement
Confidentiality Agreement dated the
day of
,
, between
and
RE:
Page 3 of 4
1.4
(4)
Schedule "D", which is the outline of the Exclusion Area, if any; and
(5)
Schedule "E", which is an Area of Mutual Interest Agreement, if applicable (Note: this would be
a separate agreement prepared by the Parties to set forth the terms and conditions of an area of
mutual interest if one is to exist).
Conflicts
If any term or condition of the Procedure or any schedule attached to this Agreement conflicts with any
term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall
prevail.
ARTICLE 2
TERMS AND CONDITIONS OF DISCLOSURE
2.1
The Parties agree that the Procedure shall govern the Recipient's use and disclosure of and access to the
Confidential Information.
ARTICLE 3
GENERAL PROVISIONS
3.1
For interpretation purposes, the general provisions contained in Clauses 14a) through 14h) of the
Procedure shall apply to this Agreement in its entirety.
3.2
This Agreement is in the standard form of the CAPL 2015 Standard Form Confidentiality Agreement as
published by the Canadian Association of Petroleum Landmen. It has been modified only to the extent of
those changes specifically identified herein. Any modification that has not been specifically identified
will be deemed to be ineffective and this Agreement shall be interpreted in accordance with the standard
form of the CAPL 2015 Standard Form Confidentiality Agreement, as if no such changes had been made.
3.3
This Agreement may be executed in counterpart and delivered electronically, including by facsimile, pdf
and other electronic means. All counterparts shall be construed together and shall constitute one
Agreement with the same effect as if all Parties had signed the same document. A valid and binding
contract shall arise only when counterpart execution pages are executed and delivered to all Parties.
CAPL 2015 Standard Form Confidentiality Agreement
Confidentiality Agreement dated the
day of
,
, between
and
RE:
Page 4 of 4
In witness whereof, the Parties hereto have duly executed this Agreement as of the day and year first
above written.
Company A:
Company B:
____________________________________________
Signature
____________________________________________
Signature
Printed Name
Printed Name
Title
Title
CAPL 2015 Standard Form Confidentiality Agreement
SCHEDULE "A"
Attached to and forming part of that Confidentiality Agreement dated the
day of
,
,
between
and
RE:
THE ASSET
Note: In this schedule, identify the legal rights, benefits and interests of the Owner and any of its affiliates and
subsidiaries, to the extent the Owner is acting as their agent, in the lands, securities, seismic, or such other asset or
property to which the Confidential Information and Transaction pertain.
CAPL 2015 Standard Form Confidentiality Agreement
SCHEDULE "A"
Attached to and forming part of that Confidentiality Agreement dated the
between
and
RE:
CAPL 2015 Standard Form Confidentiality Agreement
day of
,
,
SCHEDULE "B"- PART I
Attached to and forming part of that Confidentiality Agreement dated the
day of
,
,
between
and
RE:
OWNER'S DESIGNATED REPRESENTATIVES
Pursuant to Subclause 3(a) of the Procedure, all requests and communications relating to this Agreement, the Confidential Information and the contemplated
Transaction are to be directed only to the following individuals:
Name
Phone No.
E-Mail
RECIPIENT'S MAIN CONTACT
Name:
Title:
E-Mail:
Telephone:
Address for Delivery of the Confidential Information:
(if other than the street address of Recipient provided on front page of the Agreement)
CAPL 2015 Standard Form Confidentiality Agreement
SCHEDULE "B"- PART II
Attached to and forming part of that Confidentiality Agreement dated the
day of
,
,
between
and
RE:
The Recipient’s main contact named provided in Part I of this Schedule "B" will automatically be granted access to the Data Room, if and as available.
Please list below the names, titles, phone numbers and email addresses of any additional Representatives that the Recipient wants given access to the Data Room.
VIRTUAL DATA ROOM
will be available, if so, the Virtual Data Room (VDR) will include the Confidential Information as well as updates that may occur during the time that the
Confidential Information is being made available.
Name
Title
CAPL 2015 Standard Form Confidentiality Agreement
Phone No.
E-Mail
SCHEDULE "B"- PART III
Attached to and forming part of that Confidentiality Agreement dated the
day of
between
and
RE:
Please indicate the package(s) of Confidential Information the Recipient would like to receive:
CAPL 2015 Standard Form Confidentiality Agreement
,
,
SCHEDULE "C"
Attached to and forming part of that Confidentiality Agreement dated the
day of
,
,
between
and
RE:
SCHEDULE OF REQUIRED ELECTIONS AND MODIFICATIONS, IF ANY,
TO THE PROCEDURE
REQUIRED ELECTIONS FOR THE PROCEDURE:
CLAUSE 7 – NON-CONTACT WITH PERSONNEL -
will or
will not apply
CLAUSE 8 – NON-SOLICITATION FOR EMPLOYMENT will apply for a term of
months
from the Effective Date [fill in number of months if this clause is to apply for a period of time less than the
Term of the Agreement; or, if left blank, this clause will apply for the Term of the Agreement] or
will
not apply
CLAUSE 9 - STANDSTILL AGREEMENT CLAUSE 10 - AREA OF EXCLUSION -
will or
will or
will not apply
will not apply
STANDARD OPTIONAL MODIFICATIONS DEEMED INCORPORATED INTO THE PROCEDURE
AS FOLLOWS:
1.
The following insertion
will or
will not apply -- The Recipient further agrees to waive any
requirement for the deposit of security or posting of any bond in connection with any equitable remedy
and shall be liable to the Owner, in accordance with Subclause12.b), for all associated costs and expenses
incurred by the Owner in seeking and enforcing such remedies.
ADDITIONAL MODIFICATIONS MADE BY THE PARTIES DEEMED INCORPORATED INTO THE
AGREEMENT, INCLUDING THE PROCEDURE, AS FOLLOWS (add additional pages as required):
CAPL 2015 Standard Form Confidentiality Agreement
SCHEDULE "C"
Attached to and forming part of that Confidentiality Agreement dated the
,
between
and
RE:
CAPL 2015 Standard Form Confidentiality Agreement
day of
,
SCHEDULE "D"
Attached to and forming part of that Confidentiality Agreement dated the
day of
,
between
and
RE:
EXCLUSION AREA (if applicable)
CAPL 2015 Standard Form Confidentiality Agreement
,