Register

Confidentiality Undertaking- Ref01

Altius Group Limited trading as Redwoods Dowling Kerr, Kings Business, Kings Commercial and Bruce & Co Limited

Head Office, Altius Group, Eaves Brook House, Navigation Way, Preston, PR2 2YP

Contracting Parties

You, Your – The person(s) signing this agreement and/or the company, business or organisation which the person(s) signing this agreement has authority to represent and in respect of which you make this request.

Business – The business or part of the business operated by the client to which the Confidential Information is relates

Client – Any party supplying information to Us in respect of the Business

Us, Our, We – Altius Group Limited (a company registered in England and Wales with company number 06540680), trading as Redwoods Dowling Kerr, Kings Business, Kings Commercial and Bruce & Co Limited, Head Office, Altius Group, Eaves Brook House, Navigation Way, Preston, PR2 2YP

1.1 In consideration of Us agreeing to supply, and so supplying, to You Confidential Information, You undertake to:

(a) only use the Confidential Information for the Purpose;

(b) keep the Confidential Information confidential and not directly or indirectly disclose or permit it to be made available to any person, firm or company unless it is for the Purpose and You have obtained Our prior written consent;

(c) procure, prior to disclosure pursuant to paragraph 1.1(b) above, that all Third Parties to whom Confidential Information is disclosed are fully aware of the confidential nature of the Confidential Information and Your obligations under this Agreement and that each such Third Party gives an undertaking in respect of the Confidential Information, on terms equivalent to those contained in this Agreement;

(d) indemnify Us and the Client against any claim, loss or damage incurred by Us or the Client, directly or indirectly, as a consequence of any breach, non-performance or failure by You or any Third Party (or any other person to whom You or a Third Party has disclosed or given access to Confidential Information) of any of the terms of this Agreement or relevant equivalent terms to this Agreement; and

(e)inform Us immediately upon becoming aware, or suspecting that an unauthorised person has gained access to the Confidential Information.

1.2 Without prejudice to the generality of the foregoing, to secure the Confidential Information, You shall:

(a) keep the Confidential Information separate from all Your other documents and records and use Your best endeavors to prevent the unauthorised disclosure of the Confidential Information and ensure that the Confidential Information is protected with security measures and a degree of care that you would apply to your own confidential information;

(b) make copies of the Confidential Information only to the extent that it is strictly necessary for the Purpose;

(c) deliver up to us or destroy (at our request and immediately after receiving a request from us) all Confidential Information including all copies of the same;

(d) stop using the Confidential Information immediately upon request from Us or the Client (for whatever reason); and

(e) keep confidential and not reveal to any person, firm or company (other than a Third Party) the fact of your investigations and evaluations into the Business or that discussions or negotiations are taking place or have taken place between You and Us or You and the Client or that potential investors and/or acquirers are being sought for the Business or the Client.

1.3 You acknowledge that any information provided by Us to You has been compiled by Us from information provided to Us in good faith. We do not give, and no other person having prepared the Confidential Information gives, any warranty or makes any representation as to the accuracy or otherwise of the Confidential Information and You shall not rely on the information as statements or representations of fact.

1.4 You and We understand and agree that:

(a) no failure or delay by You or Us in exercising any right, power or privilege hereunder shall operate as a waiver of the same, nor shall any single or partial exercise of the same preclude any or further exercise thereof or the exercise of any other right, power or privilege hereunder;

(b) none of the Confidential Information is the property of You and neither the execution or delivery of this Agreement, nor the furnishing of any of the Confidential Information shall be construed as granting either expressly or by implication, any licence or other rights whatsoever in any IPR of the Business or any Confidential Information beyond the rights contained in this Agreement;

(c) the obligations of confidentiality set out hereunder shall survive termination of this Agreement;

(d) this Agreement shall be governed by and construed in accordance with English Law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement; and

(e) the rights and obligations hereunder may not be transferred or assigned by either party without the prior written approval of the other party;

(f) this Agreement contains the entire understanding between You and Us relative to the protection of the Confidential Information and supersedes all prior and collateral communication, reports and understandings between the parties relating to the same.

1.5 You hereby undertake to Us and the Client that:

(a) no contact will be made by You with an executive or key member of staff of the Client or the Business other than in the normal course of business of the Client or until expressly authorised by Us or the Client;

(b) You will not at any time during the discussions relating to the Purpose and for a period of two years following the date upon which discussions relating to the Purpose have been terminated engage in or have any contact of any kind, solicit or attempt to entice away from the Business any officer, executive or employee of the Business with a view to offering them employment, employing them or entering into a contract for their services;

(c) You will not at any time during the discussions relating to the Purpose and for a period of two years following the date upon which discussions relating to the Purpose have been terminated, seek the custom of any customer of the Client or the Business for the purpose of providing that customer with goods or services which are competitive with any of those supplied by the Client or the Business;

(d) You will not at any time during the discussions relating to the Purpose and for a period of two years following the date upon which discussions relating to the Purpose have been terminated procure or facilitate the doing of any of the things contemplated by Clauses 1.5(a),(b) and (c) of this Agreement by any other person; and

(e) You are signing this agreement with the required authority to bind the company, business or organisation to the terms contained within this agreement.

1.6 You acknowledge that You have taken independent legal advice in respect of the covenants contained in Clause 1.5.

1.7 For the purposes of the Contracts (Rights of Third Parties) Act 1999, no person who is not a party to this Agreement shall be entitled to enforce any term of this Agreement save that any Client shall be entitled to enforce Your obligations specified hereunder to the fullest extent permitted by law in the event that You breach any obligation hereunder.

1.8 If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and if some provision would be valid and enforceable if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of Us and You.