1.

We refer to our stated interest in a potential acquisition by us or our associates (Potential Acquirer) of a business and undertaking owned and / or operated by the vendor and its associates ("GSV Client") which you or your associates ("GSV") are marketing for sale (the "Business").

2.

In consideration GSV agreeing to disclose to us or the Prospective Acquirer, on GSV's own behalf, on behalf of the GSV Client or at our request with certain information (either orally or in writing) in connection with the evaluation and consideration of a possible acquisition by us or the Prospective Acquirer of the Business (the "Purpose") that is either non-public, confidential or proprietary in nature (the Information) which may include:

a. information relating to the financial, marketing, organisational and trading position of the Business, including any details of customers, suppliers, debtors or creditors;

b. technical information relating to any products or services manufactured or supplied by the Business or any of its subsidiaries;

c. information relating to intellectual property rights in respect of the products and services manufactured or supplied by the Business or any of its subsidiaries;

d. information relating to the officers, directors or employees of the Business or any of its subsidiaries including their terms and conditions of employment or engagement;

e. any other information which may from time to time be identified by GSV, the GSV Client or the Business as being of a confidential nature, and as being subject to the terms of this agreement;

We unconditionally and irrevocably undertake to you and to the GSV Client that we, and any Potential Acquirer shall;

f. use the Information exclusively for the Purpose;

g. not disclose the Information to any person other than (a) those directors or other members of senior management of us or the Potential Acquirer whose knowledge of such Information is essential for the Purpose; (b) any professional advisers acting on behalf of us or the Potential Acquirer in connection with the Purpose; (c) any banker or other financial institution from whom we or the Potential Acquirer may seek finance for the purchase of the Business; (d) any other person approved in writing by GSV, the GSV Client or the Business;

h. we shall procure that any of the persons referred to in paragraphs 3b above, to whom all or any of the Information is disclosed, shall hold it strictly confidential and shall not disclose it to any third party except to those persons as permitted by the above sub-paragraphs (in which event our obligations to procure the confidentiality of such information shall apply Mutatis Mutandis in relation to such persons);

i. whenever requested by GSV or the GSV Client:

• i. return (and procure that there is returned to GSV or the GSV Client) immediately all matter in tangible form which constitutes the Information or any part of it, together with all copies (whether supplied to or made by us or the Potential Acquirer); and
  
• ii. destroy any analyses, compilations, studies, reports and other documents or materials prepared by us or the Potential Acquirer (or on our behalf) which reflect or are prepared from any of the Information (and procure that any persons referred to in paragraph 3b above, to whom or to which the Information has been imparted, confirm to GSV or the GSV Client in writing that they have destroyed any such documents or materials in their possession);
  

J. not use the Information for any purpose other than the Purpose;

K. maintain a list of individuals or entities to whom any Information is disclosed, and make this list available to GSV or the GSV Client upon request;

L. not make any announcement whatever or disclosure (other than as permitted by clause 3b above) of our of the Potential Acquirers interest in the Business, or of the GSV Clients intention to dispose of it or otherwise relating to any negotiations or proposed transactions between us in relation to the Business except where we reasonably determine that a disclosure or announcement is required by law (or by any regulation, rule or any governmental or quasi-governmental authority or its equivalent), in which case we may make the necessary disclosure or announcement after consultation with GSV and the GSV Client and after taking into account any reasonable requirements as to its timing, contents, and manner of making or dispatch;

m. for a period of 24 months from the date of this agreement, not solicit or entice away from the Business or any of its subsidiaries and procure that none of our subsidiaries shall solicit or entice away from the Business or any of its subsidiaries any officer, manager or senior employee presently in the employment of the Business or any of its subsidiaries, whether or not that person knows of any of the Information, or would commit a breach of his contract of employment by reason of his leaving the employment of the Business or its subsidiary.

3.

You accept that nothing these terms in any way restrict our right to use, disclose or otherwise deal with any of the Information if and to the extent that it was in the public domain at the time it was imparted to us or the Potential Acquirer or subsequently becomes so, other than as a result of a breach of these terms, by us, the Potential Acquirer or by any person referred to in clause 3c above.

4.

We further agree, warrant, acknowledge and undertake that:

a. no right or licence is granted to us, Potential Acquirer or any of our advisers in relation to the Information except as set out above;

b. without GSV or GSV Clients prior written consent, neither us not any Potential Acquirer nor anyone acting on our behalf will make contact, (direct or indirect) in connection with our appraisal of the Business with:

• i. any director, officer, employee, customer or supplier of the Business or of any subsidiary of the Business;
  
• ii. any governmental body or regulatory authority; or
  
• iii. any other person connected with the Business or its subsidiaries;
  

c. any documents, (whether containing the Information or otherwise) made available to us, the Potential Acquirer or our advisers prior to, or in the course of, or for the purposes of, negotiations, will not constitute an offer by GSV or the GSV Client, nor will such documents or the information contained in them form the basis of any contract (save as expressly provided for in them);

d. neither GSV nor the GSV Client, nor any of your or its advisers, associates, agents, directors, employees or officers, accepts responsibility for, or makes any representation or warranty (express or implied) with respect to, the accuracy or completeness of the Information, or the contents of any other document or data supplied to us, the Potential Acquirer or our agents in relation to our evaluation of the Business;

e. we will be solely responsible for making our own decisions on the Information and any other documentation or data supplied to us, or our agents, in relation to our evaluation of the Business.

5.

We confirm that the provisions of this letter are intended to impose an immediately binding legal obligation on us and (save as otherwise appropriately provided in this agreement) will continue indefinitely unless we or the Potential Acquirer complete the acquisition of the Business, in which event the undertakings in this letter will lapse other than to the extent that the Information supplied or covenants given relate to GSV or the remaining business of the GSV Client.

6.

We further acknowledge that any breach of the provisions of this letter would result in serious damage being sustained by GSV and the GSV Client and as a result we, and on behalf of any Potential Acquirer, unconditionally agree:


a. to indemnify GSV and the GSV Client fully for any losses, damages or expenses that may be occasioned by any such breach; and

b. to waive any rights we may have to oppose the granting of any equitable relief (including injunctive relief) sought by GSV or the GSV Client in relation to any threatened or actual breach of the provisions of this letter.

7.

Each provision of this agreement (including each undertaking and each part of it) shall be construed separately and independently from each other and, notwithstanding that such provision and/or undertaking (or part of it) may prove to be illegal or unenforceable, the remaining provisions and undertakings of this letter shall continue in full force and effect

8.

For the avoidance of doubt, we acknowledge that nothing contained in this agreement shall compel GSV or the GSV Client to provide us with all information relating to the Business or its subsidiaries requested by us and that GSV and/or the GSV Client shall be entitled at your discretion to decline to supply us with certain of such information.

9.

The contents of these terms shall be governed and construed in all respects in accordance with the laws of England and we shall be deemed irrevocably to have submitted to the non-exclusive jurisdiction of the English courts.