Terms and Conditions for Commercial Deals

We have expressed an interest in exploring the possibility of acquiring your client (‘the Client’). In consideration of you making available to us an information relating to the Client to assist us in exploring this possibility (‘the Permitted Purpose’), we undertake to you (on behalf of yourself and the Client) as follows:-

(1) No announcement or disclosure of our interest in the Client will be made by us or on our behalf without prior written consent from you or the Client.

(2) The information which is furnished to us or others on our behalf by you, the Client or otherwise on the Client’s behalf (“Confidential Information”) will be held in confidence and shall not be disclosed to anyone (other than as permitted by the terms of this Confidentiality Undertaking), and will be used only for the Permitted Purpose. Provided that this paragraph 2 shall not apply to:

(a) information that we can establish, to your reasonable satisfaction, was already known to us prior to such disclosure; and

(b) information in the public domain at the time of such disclosure, or information which enters the public domain after such disclosure for any reason not directly or indirectly attributable to us or others acting on our behalf.

(3) The distribution by us of Confidential Information will be strictly limited to those of our employees and professional advisers necessarily involved in assessing on our behalf our proposed investment in the Client and we will notify each such employee and professional adviser of the terms of this undertaking.

(4) In the event discussions terminate without a transaction being concluded, we will return to you the Confidential Information and all copies held by others on our behalf. The termination of discussions shall not release us from our obligations under paragraph 2 or 3 above.

(5)All communications with the Client in relation to or concerning the Permitted Purpose shall be addressed to you We shall not contact or communicate with any officer, employee or consultant of the Client or any member of the Client’s group or any of their respective landlords, bankers, customers or suppliers in relation to or in connection with the Permitted Purpose without your written consent.

(6) (a) We shall not, and shall procure that no company in our group shall, for a period of 12 months after the date of this Confidentiality Undertaking, without the prior written agreement of you or the Client, directly or indirectly, engage in or have contact of any kind with any of the officers or employees of the Client, or any other company in the Client's group, except to the extent that negotiations in relation to the Permitted Purpose continue or otherwise in the ordinary course of business between us and the Client.

(b) We shall not, and shall procure that no person on our behalf shall, for a period of 12 months after the date of this Confidentiality Undertaking, without the prior written agreement of your or the Client employ or offer to employ, or enter into a contract for the services of, any individual who was, at any time during the negotiations relating to the Permitted Purpose, an employee holding an executive or managerial position with, or an officer of, the Client or any other company in the Client's group or entice, solicit or procure any such person to leave the employment of the Client or any other company in the Client's group (or attempt to do so) whether or not that person would commit any breach of contract in leaving such employment.

(c) We shall not, for a period of 12 months after the discussions relating to the Permitted Purpose have ended, deal with or seek the custom of any person who is or was a client or customer of the Client or any other company in the Client’s group in the 12 months before the date of this Confidentiality Undertaking or of any person who becomes a client or customer of either the Client or any other member of the Client’s group during the period in which our discussion in relation to the Permitted Purpose continues provided that this paragraph shall not restrict us from continuing to deal with our existing clients and customers so long as in doing so we are not using the Confidential Information other than for the Permitted Purpose.

(d) The undertakings in this clause 6 apply to actions carried out by us in any capacity and whether directly or indirectly, on our own behalf, on behalf of any other person or jointly with any other person.

(a) the furnishing of Confidential Information will not constitute an offer by you or the Client, nor the basis of any contract nor a representation which may be relied upon by us;

(b) neither you nor the Client nor any of the Client’s other advisers accept responsibility for, nor make or will make, any representation (express or implied) with respect to the accuracy or completeness of the Confidential Information; and

(c) we will be required in any agreement that we may execute with or in relation to the Client to acknowledge that we have not relied on nor have we been induced to enter into such agreement by the Confidential Information or any of it, or by any representation or warranty other than as expressly set out in such agreement.

(8) We confirm that our interest in the Client is as principal on our own behalf, and not on account of or with a view to any other transaction relating to the Client or its business with any other person.

(9) We acknowledge and agree that the provisions of this Confidentiality Undertaking are made by us for the benefit of you and the Client. Accordingly, once you have notified us in writing of the identity of the Client, notwithstanding that the Client is not a signatory to this Confidentiality Undertaking, the provisions of this Confidentiality Undertaking may be enforced by the Client in its own right as if it were a party to this Confidentiality Undertaking in accordance with The Contracts (Rights of Third Parties) Act 1999.

(10)The agreement is governed by the laws of England and Wales and is subject to the jurisdiction of the English Courts