Dataroom – United Ventures III
I am being granted access to the information contained in the shared folder called “DDQ (shared)” (and any additions made to such information from time to time) (the “Information”) for the sole purpose of reviewing the Information in connection with a potential investment into United Ventures III (the “Fund”).
I understand that references in these terms to “United Ventures” are to United Ventures SGR S.p.A, its affiliates, funds managed or proposed to be managed and, current and potential portfolio companies of each such fund, and its respective partners, directors, employees and professional advisers.
The Information shall not form the basis of any contract or a solicitation of an offer to buy any interests in the Fund and/or any other fund or product being launched by United Ventures.
I understand that my access to the Information is subject to the following terms and conditions:
1. All the Information is private and confidential and is the property of United Ventures. I will maintain the Information in confidence and will not disclose, reproduce or redistribute in any format any of the Information to others except as expressly permitted by these “Confidentiality Undertakings”. Notwithstanding the foregoing, I may disclose the Information to independent advisers, officers, directors and employees who require access to the Information in connection with a potential investment in the Fund and who are bound by confidentiality obligations equivalent to these “Confidentiality Undertakings”. Furthermore, such portion of the Information may be disclosed as is strictly necessary in order to comply with applicable law, regulations, stock exchange rules or governmental agency requests. I may also disclose the Information which: (i) is already in or which enters the public domain other than as a consequence of a breach of these “Confidentiality Undertakings”; (ii) was already in the possession of or known to me or my representatives on a non-confidential basis, provided I did not know or have a reason to believe (after due inquiry) that the source of such information was bound by a confidentiality agreement or other obligation of confidentiality with respect to such information; (iii) has been lawfully received by me or my representatives from a third party on a non-confidential basis, provided I did not know or have a reason to believe (after due inquiry) that such third party was bound by a confidentiality agreement or other obligation of confidentiality with respect to such information; or (iv) is independently developed by me or my representatives without reference to, or reliance on, or use of the Information. In the event that I become legally required to disclose any Information, I shall promptly notify United Ventures in writing of such requirement prior to any such disclosure and, upon request, shall assist United Ventures in seeking a protective order or other appropriate remedy to prevent the disclosure of the Information. In the event that a protective order or other remedy is not obtained, I agree to only disclose that portion of the Information that I am compelled to disclose and will exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded to the portion of the Information disclosed. I will promptly notify United Ventures of any such disclosure.
2. I understand that the disclosure of any Information is otherwise likely to give rise to an actionable breach of confidence by United Ventures.
3. I understand and agree that United Ventures makes no warranty or representation, express or implied, that the Information is complete or accurate and United Ventures shall have no liability with respect to any use of, or reliance on, any of the Information (or any part thereof), including in connection with any investment in the Fund and/or product launched by United Ventures. I understand and agree that the Information is qualified in its entirety by reference to the documentation which constitutes the Fund and pursuant to which an interest may be acquired in the Fund. I understand that I should review the management rules and the subscription agreement relating to the Fund before making any decision to invest into the Fund. By signing these “Confidentiality Undertakings”, I acknowledge that I have read, understand, and agree to the above conditions.
4. I acknowledge that the provision of Information does not constitute legal, tax, investment or other advice, may not contain all necessary information to meet my requirements and that I will not be afforded with protections afforded to any clients of United Ventures.
5. I acknowledge that the Information is based on the specific circumstances existing up to the time it is dated and it has not been updated for subsequent matters, events or changes, including changes of law or regulation.
6. I agree that I shall not attempt to download, scan, copy, print, photograph or otherwise capture any of the Information provided to me, except where a print or download capability has been enabled, in which case I shall take all necessary precautions to safeguard the confidentiality of such print or download.
7. I agree that I shall not share, reproduce, copy, distribute, store or in any other fashion re-use any of the Information unless (i) for the purpose of creating documents derived from the Information for internal decision-making purposes relating to an investment in the Fund, (ii) given express written permission to do so by United Ventures, or as otherwise permitted by these “Confidentiality Undertakings”.
8. I acknowledge that the Information: (i) constitutes proprietary and confidential information that United Ventures derives independent economic value from not being generally known; and (ii) is the subject of material efforts to maintain its secrecy. As such, the disclosure of any of the Information is likely to cause substantial and irreparable competitive harm to United Ventures.
9. I understand that the Information is being provided for informational purposes only in connection with a potential investment in the Fund.
10. I acknowledge that in considering any performance information, estimates, projections or other forecasts contained within the Information, any past or projected performance is not necessarily indicative of future results and that there can be no assurance that target returns will be met or that investors will receive a return of all or part of any investment. Performance information, estimates, projections and other forecasts are based on current expectations and subjective estimates and assumptions about circumstances that have not yet taken place and may never do so. I understand that United Ventures makes no representation that any investment will or is likely to meet any targets provided or achieve similar results. An investment in any security involves a high degree of risk. The nature of, and risks associated with, investments made by or behalf of United Ventures may differ substantially from the nature of, and risks associated with, investments undertaken by or behalf of United Ventures historically.
11. I understand that the Information is provided solely at United Ventures’ absolute discretion and access to Information may be withdrawn, restricted or otherwise modified at any time and without prior notice. I further agree, within ten business days of a written request from United Ventures, to return or securely destroy (as appropriate, at United Ventures’ option) all documents and other material in my possession or control that contain any part of the Information and to procure that any persons who have received such Information from me do the same. Notwithstanding the foregoing, I may retain: (i) any internal decision making documents which are derived from the Information; and (ii) copies of the Information in order to comply with applicable law, regulations, stock exchange rules or made pursuant to automatic back-up processes where it would not be reasonably practicable to access and delete such backed-up data and, any such retained Information shall continue to be subject to these “Confidentiality Undertakings”. I will promptly confirm any destruction of the Information in writing. Notwithstanding any destruction of the Information, I will continue to be bound by my obligations of confidentiality and other obligations hereunder.
12. I agree that access to the Information is at my sole risk and United Ventures does not make any representations or warranties that access to the Information is compatible with my equipment (or the equipment of the investor on whose behalf I am accessing the Information) or that access to the Information is free from errors, viruses, or any other harmful, invasive or corrupted files nor shall United Ventures be liable for any damage I suffer as a result of such destructive features. I agree that United Ventures shall have no responsibility or liability for and I waive and release United Ventures from any claim I and the investor on whose behalf I am accessing the Information may have or could have for any injury or damages arising in connection with the access to the Information.
13. I acknowledge that these “Confidentiality Undertakings” and any dispute or claim arising out of or in connection with them whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of Italy and that the courts of Milan shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these confidentiality undertakings.
By ticking this box, I acknowledge that I have read, understand, and agree to the above conditions.