CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT dated day of 201__

FOR THE BENEFIT OF _________________, whose registered office is at ___________________ (the ”Disclosing Party”).

By

_________________, whose registered office is at ___________________ (the “Receiving Party”).

WHEREAS:

The Receiving Party hereto desires to participate in discussions regarding ________________________ (the “Transaction”). During these discussions, Disclosing Party may share certain proprietary information with the Receiving Party.

Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

Receiving Party hereby agrees and undertakes as follows:

1. For the purposes of this Confidentiality Agreement “Confidential Information” means:

(i) unless specified in writing to the contrary by the Disclosing Party all and any  information (whether in documentary form, oral, electronic, audio-visual, audio-recorded or otherwise including any copy or copies thereof and  whether scientific, commercial, financial, policy-related, technical or otherwise) supplied or made available to the Receiving Party for the purposes of the Agreement relating to (a) the provision of the Services under the Agreement, and/or (b) the Disclosing Party (to include agents, sub-contractors, and suppliers);

(ii) any and all information which has been derived or obtained from information described in sub-paragraph (i).

2. Save as may be required:

2.1 by law or any statutory regulation or order having the force of law including, in particular the Freedom of Information Acts, 1997 and 2003; or

2.2 by order, request, regulation of any person or body or authority with whose order or requests the Receiving Party is obliged to comply;

the Receiving Party undertakes in respect of Confidential Information for which it is the recipient:

(i) to treat such Confidential Information as confidential and to take all necessary steps to ensure that such confidentiality is maintained.

(ii) not without the disclosing party's prior written consent communicate or disclose any part of such Confidential Information to any person except:

(a) to those employees, agents and sub-contractors on a need to know basis;

(b) to the Receiving Party's auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the Receiving Party.

(iii) to ensure that all persons and bodies mentioned in Clause 3(ii) above are made aware, prior to disclosure, of the confidential nature of the Confidential Information and that they owe a duty of confidence to the disclosing party and to use all reasonable endeavours to ensure that such persons and bodies comply with the provisions of this Confidentiality Agreement.

(iv) not to use or circulate such Confidential Information within its own organisation except to the extent strictly necessary for the purposes of the Agreement.

3. The obligations in this Confidentiality Agreement will not apply to any information:

3.1 in the Receiving Party possession (with full right to disclose) before receiving it from the Disclosing Party; or

3.2 which is or becomes public knowledge other than by breach of this Confidentiality Agreement; or

3.3 is independently developed by the Receiving Party without access to or use of the Confidential Information; or

3.4 is lawfully received from a third party (with full right to disclose).

4. THE RECEIVING PARTY UNDERTAKES TO COMPLY with all directions of the Disclosing Party with regard to the use and application of all and any Confidential Information and agrees that it will accept and comply with all local security arrangements deemed reasonably necessary by the Disclosing Party.

5. Upon termination of the Agreement for whatever reason the Receiving Party agrees to furnish to the Disclosing Party all Confidential Information, or at the written direction of the Disclosing Party shall destroy forthwith in a secure manner all (or such part or parts thereof as may be identified by the Disclosing Party) Confidential Information, in its possession (whether in documentary form, oral, audio-visual, audio-recorded or otherwise including any copy or copies thereof) and shall erase any Confidential Information held by the Receiving Party in electronic form and the Receiving Party will upon request furnish a certificate to that effect should the Disclosing Party so request in writing. For the avoidance of doubt “document” includes documents stored on a computer storage medium and data in digital form whether legible or not.

6. The Receiving Party shall not obtain any proprietory interest or any other interest whatsoever in the Confidential Information furnished to him by the Disclosing Party and the Receiving Party so acknowledges and confirms.

However, nothing in this Agreement shall limit the right of the Receiving Party, subject to the provisions of this Confidentiality Agreement, to use in any way in which the Receiving Party thinks fit any skills, know-how or techniques used or acquired in the course of the performance of the Agreement provided that such skills, know-how or techniques are not the property of the Disclosing Party.

7. In addition to its obligations under Clause 3 of this Confidentiality Agreement, the Receiving Party agrees that it will execute on its own behalf, and on behalf of all employees employed by it who are assigned to provide any part of the Services under the Agreement, any documentation which the Disclosing Party reasonably deems necessary to ensure confidentiality (including any documentation necessitated by the provisions of the Official Secrets Act, 1963).

Any sub-contractors or agents used by the Receiving Party in providing the Services shall be required by the Receiving Party to execute any documentation which the Disclosing Party reasonably deems necessary to ensure confidentiality (including any documentation necessitated by the provisions of the Official Secrets Act, 1963). The provision of Circular 15/79 regarding the Official Secrets Act will apply in relation to any official information gained in the course of the performance of the Agreement.

8. The provisions of this Confidentiality Agreement will continue in force notwithstanding the termination of this Agreement for any reason.

SIGNED by:

_____________________________

[Insert full name of Receiving Party]

For and on behalf of:

_____________________________

in the presence of:

____________________________

Witness