Appendix B. FTC Model Waiver Form

• Pages: 303-305

303

APPENDIX B

FTC MODEL WAIVER FORM1

Model Waiver of Confidentiality

[For use in civil matters involving non-U.S. competition authorities]

This letter confirms that [entity] and its subsidiaries and affiliates

(hereinafter “[entity]”) agree to waive the confidentiality provisions

contained in the Hart-Scott-Rodino Act, 15 U.S.C. 18a(h), the Federal

Trade Commission Act, 15 U.S.C. §§ 41 et seq.,2 the Federal Trade

Commission’s Rules of Practice, 16 C.F.R. §§ 4.9 et seq.,/the Antitrust

Civil Process Act, and other applicable laws, regulations, and rules

(collectively, “Confidentiality Rules”) as described below in connection

with [the investigation of the proposed [acquisition of __by __ (or

describe transaction)/the investigation of____] (“Investigation”). In this

letter, “Confidential Information” means written, electronic, and oral

information including, but not limited to, [entity’s] documents, data,

statements, interrogatory responses, transcripts, oral communications,

testimony, and remedial proposals, either in original form, as copies, or

as incorporated or reflected in Federal Trade

Commission(“FTC”)/Department of Justice (“DOJ”)3 internal analyses,

that the Confidentiality Rules would prohibit from disclosure.

This letter does not constitute a waiver of [entity’s] rights under the

Confidentiality Rules with respect to the protection afforded to [entity]

against the direct or indirect disclosure of Confidential Information by

FTC/DOJ to any third party other than the [non-U.S. competition

authority].4

1. The form is available on the FTC website, at

http://www.ftc.gov/sites/default/files/attachments/international-waivers-

confidentiality-ftc-antitrust-investigations/model_waiver.pdf.

2. Select appropriate statutes.

3. Select appropriate agency here and throughout the document.

4. Include all non-U.S. competition authorities to which waiver will apply

and amend other references accordingly.