Appendix C. ICN Model Waiver Form

• Pages: 307-308

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APPENDIX C

ICN MODEL WAIVER FORM1

[DATE]

[CONTACT NAME AT AGENCY A]

[ADDRESS]

Re: [CASE REFERENCE]

Dear :

On behalf of COMPANY A, I confirm that COMPANY A, subject to the

conditions and limitations set forth herein, agrees to waive the

confidentiality restrictions under [RELEVANT STATUTORY OR

REGULATORY AUTHORITY] and other applicable laws and rules

(collectively the “Confidentiality Obligations”) that prevent AGENCY X

from disclosing to FOREIGN AGENCY Y confidential information

obtained from COMPANY A in connection with its proposed transaction

with COMPANY B. Specifically, COMPANY A agrees that AGENCY

X staff may share with FOREIGN AGENCY Y [any of COMPANY A’s

documents, statements, data and information, as well as AGENCY A’s

own internal analyses that contain or refer to COMPANY A’s materials

that would otherwise be foreclosed by the confidentiality Obligations]2.

1. The form is available at

https://ec.europa.eu/competition/ecn/icn_waiver_model_form_en.rtf.

2. NOTE: This model language is intended for those situations where a

waiver with respect to any and all documents and information provided to

Agency X is contemplated. There may be instances where such a broad

waiver is not desired. In those cases, the parties may opt for a waiver

limited in scope, such as to allow the agencies to discuss potential

remedies that each is considering and the reasons for such remedies, or to

discuss specific limited issues such as product market definition or

barriers to entry. Parties and agency staff should consider the scope of the

waiver that is desired to assist them in their investigation so as to not

unnecessarily burden parties or other competition agencies.