Effective Date: [Insert Date] · Applies to all Buyers accessing confidential business information through HandShakesClub. See also our Terms & Conditions.
This Buyer Non-Disclosure Agreement ("Agreement") is entered into by and among:
- HandShakesClub Pte. Ltd. (or such other registered entity operating the HandShakesClub platform) ("Platform");
- The business owner, company, or authorised representative providing information regarding a business opportunity ("Seller"); and
- The person or entity accessing information regarding a business opportunity through the Platform ("Buyer").
The Platform, Seller, and Buyer are collectively referred to as the "Parties".
1. Purpose
The purpose of this Agreement is to establish the terms under which Buyer may access confidential information relating to potential business acquisition opportunities, investments, partnerships, or other commercial discussions made available through the Platform.
Buyer acknowledges that information relating to businesses listed on the Platform may be commercially sensitive and that unauthorised disclosure or misuse of such information may cause significant harm to the Seller.
3. Definition of confidential information
"Confidential Information" means any information disclosed to Buyer by Seller, directly or indirectly, including through the Platform, whether written, electronic, verbal, visual, or otherwise. Confidential Information includes, without limitation:
- business financial information;
- revenue, profit, cost, and performance data;
- customer and supplier information;
- employee information;
- operational processes;
- pricing information;
- marketing strategies;
- intellectual property information;
- business plans and forecasts;
- contracts and agreements;
- trade secrets; and
- any information that a reasonable person would understand to be confidential.
4. Exclusions from confidential information
Confidential Information does not include information that Buyer can demonstrate:
- was publicly available at the time of disclosure;
- becomes publicly available through no breach of this Agreement;
- was lawfully known by Buyer before disclosure by Seller;
- was independently developed by Buyer without reference to Confidential Information; or
- was lawfully received from a third party without confidentiality obligations.
5. Buyer's obligations
Buyer agrees that it shall:
- keep all Confidential Information strictly confidential;
- use Confidential Information solely for evaluating a potential transaction with Seller;
- not disclose Confidential Information to any third party except as permitted under this Agreement;
- protect Confidential Information using reasonable security measures;
- restrict access to Confidential Information only to authorised representatives who have a legitimate need to know; and
- ensure that any permitted recipient complies with confidentiality obligations equivalent to those contained in this Agreement.
6. Prohibited use
Buyer must not:
- use Confidential Information for any purpose unrelated to evaluating a potential transaction;
- copy, reproduce, distribute, publish, or commercially exploit Confidential Information;
- use Confidential Information to compete unfairly with Seller;
- contact Seller's customers, employees, suppliers, or business partners for purposes unrelated to a genuine acquisition evaluation without Seller's prior written consent; or
- attempt to bypass the Platform to avoid applicable Platform processes where such conduct is intended to circumvent HandShakesClub's legitimate business interests.
7. Disclosure required by law
Buyer may disclose Confidential Information where required by law, regulation, court order, or governmental authority, provided that Buyer:
- gives Seller reasonable notice where legally permitted;
- discloses only the minimum information required; and
- cooperates with Seller regarding protective measures.
8. No obligation to proceed
Nothing in this Agreement:
- requires Seller to sell any business;
- requires Buyer to proceed with any transaction;
- creates a partnership, agency, joint venture, or fiduciary relationship between the Parties; or
- guarantees that any transaction will occur.
9. No warranty
Buyer acknowledges that:
- Confidential Information is provided by Seller and not independently verified by HandShakesClub;
- HandShakesClub does not warrant the accuracy, completeness, or reliability of Confidential Information; and
- Buyer is responsible for conducting its own independent legal, financial, tax, commercial, and operational due diligence.
10. Return or destruction of information
Upon written request from Seller or HandShakesClub, Buyer shall:
- stop using Confidential Information;
- return or delete Confidential Information; and
- confirm compliance where reasonably requested.
This obligation does not apply to information retained automatically through lawful backup systems, provided such information remains protected.
11. Non-circumvention
11.1 Buyer agrees that it will not knowingly circumvent HandShakesClub by:
- using confidential information obtained through the Platform to avoid legitimate Platform processes; or
- engaging in arrangements designed primarily to deprive HandShakesClub of agreed fees or commercial benefits.
11.2 This clause does not prevent Buyer and Seller from independently negotiating or completing a transaction where permitted by their separate agreements.
12. Intellectual property
All Confidential Information remains the property of Seller. No rights, licences, ownership interests, or intellectual property rights are transferred to Buyer under this Agreement.
13. Breach and remedies
Buyer acknowledges that unauthorised disclosure or misuse of Confidential Information may cause harm that cannot be adequately compensated by monetary damages alone. Seller and/or HandShakesClub may seek:
- injunctive relief;
- specific performance;
- damages; and
- any other remedies available under applicable law.
14. Platform account suspension
HandShakesClub may suspend or terminate Buyer's access to the Platform if HandShakesClub reasonably believes Buyer has:
- breached this Agreement;
- misused Confidential Information;
- provided misleading information; or
- acted in a manner harmful to the Platform or its users.
15. Duration of confidentiality obligations
The confidentiality obligations under this Agreement shall continue for:
- five (5) years from the date of disclosure; or
- for trade secrets and information protected by law, for so long as such information remains confidential.
16. Personal data
Buyer agrees that any personal data received through the Platform shall be handled in accordance with applicable Singapore data protection laws, including the Personal Data Protection Act 2012. Buyer shall not misuse, disclose, or process personal data for purposes unrelated to evaluating a potential transaction.
17. Governing law
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore.
18. Dispute resolution
The Parties agree to attempt to resolve disputes through good-faith discussions. If a dispute cannot be resolved, the Parties submit to the exclusive jurisdiction of the courts of Singapore.
19. Electronic acceptance
Buyer agrees that acceptance of this Agreement through electronic means, including clicking an acceptance button, creating an account, or accessing Confidential Information through the Platform, constitutes valid acceptance and creates a binding agreement.
20. General provisions
20.1 Entire Agreement. This Agreement constitutes the entire agreement relating to confidentiality between the Parties regarding the subject matter.
20.2 Amendments. Any amendments must be made in writing or through updated electronic acceptance procedures.
20.3 Severability. If any provision is found invalid or unenforceable, the remaining provisions remain effective.
20.4 Assignment. Buyer may not assign its rights or obligations without prior written consent.
20.5 Third Party Rights. Except as expressly provided, a person who is not a Party has no rights under this Agreement.
Acceptance
By accessing Confidential Information through HandShakesClub, Buyer confirms that:
- Buyer has read and understood this Agreement;
- Buyer agrees to maintain confidentiality;
- Buyer will use information solely for evaluating a potential transaction; and
- Buyer accepts the terms of this Agreement.
End of Agreement