Data Room Procedures for Physical Data Room

Data Room Procedures for Physical Data Room

Introduction

·  These data room procedures relate to the manner in which potential buyers and their representatives may use the facilities made available to them at the data room located at the offices of [law firm] in [city and state] (the "Data Room").

Confidentiality

·  The documents contained in the Data Room and any other information supplied on request (the "Information") in connection with and relating to the proposed transaction constitute confidential information for the purposes of the Confidentiality Agreement executed with [investment bank] on behalf of [target]. Accordingly, the Information must be held in complete confidence and subject to the terms of the Confidentiality Agreement.

·  The Information is made available subject to, and on the terms contained in, the disclaimer of liability set out in the Confidential Memorandum. No representation or warranty (express or implied) is given and no liability is accepted by [investment bank], [target], or any of their affiliates, officers, directors, advisers or representatives, as to the accuracy, reliability, completeness or reasonableness of the Information or for any errors, omissions or misstatements, negligence or otherwise, in relation thereto.

·  The provision of the Information does not constitute an offer to sell the Company, and the Information will not form the basis of any such contract.

Upon Arrival

·  The hours of the Data Room are from [time] to [time]. Visitors should ask for [contact person] on arrival at [law firm] and sign the visitor register provided.

·  Access to the Data Room is with the consent of [target] and [investment bank], acting on behalf of [target], and may be withdrawn at any time and without prior notice. Visitors must comply immediately with any request by [investment bank] or [law firm] relating to the Data Room.

·  The size of your data room due diligence team should be limited to those people essential to the due diligence process. Please designate a team leader who will be responsible for liaising with [law firm].

·  Visitors must comply with any reasonable request from the [law firm] representatives and, in particular, with any security regulations and procedures required from time to time by representatives of [law firm].

·  The receptionist will be notified of the presence of those signing the visitor register and will forward calls and take messages. The phones in the Data Room will be blocked from making long distance calls. Special arrangements can be made with [contact person] for sending relatively short messages or documents by facsimile, for which you will be billed at $[amount] per page.

Documentation

·  An index of documents contained in the Data Room will be made available to you prior to your visit to the Data Room (the "Data Room Index"). The Information in the Data Room has been organized into indexed files and binders as reflected on the Data Room Index.

·  Please ensure prior to your departure that the Information in the Data Room is in the same order as when you entered the Data Room.

·  You must not remove any Information from the Data Room other than the materials copied for you by [law firm].

·  You are welcome to bring laptop computers into the Data Room if you wish, but portable copiers, scanners, fax machines, photographic or other electronic equipment will not be permitted.

·  You must not mark, alter, modify, vary in any way, damage or destroy any of the Information in the Data Room.

·  Further documents may be added to the Data Room from time to time. These will be clearly marked in a separate file and you will be notified as soon as practicable of any additions to the Information in the Data Room.

Copying

·  [Law firm] will accept reasonable requests for copying, and will endeavor to provide the copied documents prior to your departure or by the close of the following business day. If you wish to have documents copied, you should complete a Copying Request Form and place it in the box marked "Copying." You will be billed for copies at the rate of $[amount] per page.

·  Certain Information is designated in the Data Room Index as not copyable.

Lunch

·  At the request of the visitors, lunch can be provided in the Data Room.

Questions

·  [Law firm] has been instructed only to supervise the operation of the Data Room. Visitors should not ask any questions of them as to the Information, other than to ask where certain documents may be found.

All questions relating to the Information or the Data Room should be reduced to writing and directed by facsimile to: [names and fax numbers]. [Investment bank] will coordinate the process of providing answers to these questions.

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