CONFIDENTIALITY UNDERTAKING By

CONFIDENTIALITY UNDERTAKING by

FUNDING PLUS LTD

in favour of

XXXXXXXXXXXXXXX Ltd

2017

CONFIDENTIALITY UNDERTAKING

FUNDING PLUS LTD, (company number SC475359) a company incorporated under the Companies Acts and having its registered office at 9-10 St Andrew Square, Edinburgh EH2 2AF

(the “Contractor”)

in favour of

XXXXXXXXXXX (company number 00000000) a company incorporated under the Companies Acts and having its registered office at XXXXXXXXXXXXXXXXXXXXXXXXX

(the “Employer”)

WHEREAS

the Employer wishes to employ the Contractor for the purposes of examining the possible restructuring of the business and assets of the Company and any or all of the companies associated with the Company or part of the group of companies of which the Company forms part (the “Project”) during and for the purposes of which the Contractor will require access to the books and records of the Employer (the “Information”); and
the Contractor requires to protect its confidential information and to comply with professional, ethical and statutory duties in respect of the Information;

THEREFORE the Contractor, which definition shall be deemed to include the subsidiaries and associated companies of the Contractor, and the directors, officers, agents, representatives (including but not limited to legal advisors, consultants, accountants, and financial advisers) and employees of the Contractor hereby undertakes to the Employer that:

Any Information supplied as part of the Project or any part thereof, which shall include any analysis, compilations, studies or other documents prepared by the Contractor, which contain or otherwise reflect such Information or the Contractor’s review of, or analysis of the Project and the Employer’s discussions and negotiations will be kept secret and confidential and shall not, without the Employer’s prior written consent (which consent may impose any conditions the Employer may think fit) be disclosed by the Contractor in any manner whatsoever in whole or in part, and will not be used by the Contractor other than for the sole purpose of evaluating and fulfilling the Project.
The Information will be disclosed by the Contractor only to the directors, officers, agents, representatives and employees who need to know the Information for the sole purpose of evaluating and fulfilling tasks relative to the Project, and who have been informed by the Contractor of the confidential nature of the Information and who have agreed to be bound by the terms and conditions of this Agreement as if they were parties hereto.

In particular, but without prejudice to the generality of Clause 1., the Contractor will not (either before, during or after the completion of the Project) without the Employer’s prior written consent, disclose to:
any regulatory agency; or
any person or entity;

the fact that Information has been made available, that implementation of the Project has or is taking place or any of the terms, conditions or other facts with respect to the Project (including the status thereof) and will not communicate in connection with this matter, formally or informally, whether on a “no-names” basis or otherwise, with any other person or entity.

The Contractor will promptly upon, and in any event not later than ten days after the Employer’s request, redeliver to the Employer all written material containing or reflecting the Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material.
If the Contractor or anyone to whom the Contractor transmits the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, the Contractor will promptly notify the Employer, unless legally prevented from doing so, sin order that the Employer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement and the Contractor will co-operate with the Employer regarding any action which the Employer may decide to take to challenge the requirement to disclose or the manner of any such disclosure.
The Employer will retain the entire right, title and interest to the Information, including any right of action, power and benefit belonging, accrued or arising therefrom and the right to take proceedings to recover damages and claim all other relief in respect of any act or infringement relating to the Information.
The Contractor shall not make contact with the Employer’s suppliers, business introducers, contract counter-parties or clients (“Third Parties”) whether or not the approach is made by the Third Party to the Contractor or by the Contractor to the Third Party without the prior written consent of the Employer.
The Contractor will indemnify the Employer against any liability arising as a result of the Contractor’s breach of any of the foregoing terms of this Agreement.
The Contractor will inform the Employer immediately upon becoming aware of any conflict of interest or potential conflict of interest, which may arise as a result of the Contractor’s involvement with competitors of the Employer.
This Agreement shall be governed by and construed in accordance with the law of Scotland and the parties hereto hereby prorogate the exclusive jurisdiction of the Scottish Courts in relation thereto, although the parties will endeavour to resolve any dispute by arbitration before having recourse to the Courts.

IN WITNESS WHEREOF these presents, printed on this and the two preceding pages are executed as follows:

they are subscribed for and on behalf of Funding Plus Ltd at ______on the ___ day of XXXXXXXXXXXX by XXXXXXXXXXXX,Authorised Signatory, before this witness:

…………………………………… ((Witness) …………………………………(XXXXXXXXX)

…………………………………… ((Full Name)

…………………………………… (Address)

……………………………………

and they are subscribed for and on behalf of XXXXXXXXXXat ______on the ___ day of XXXXXXXXXXXXX by XXXXXXXXX,one of its directors before this witness:

…………………………………… ( (Witness) …………………………………(XXXXXXXXX)

…………………………………… ( (Full Name)

…………………………………… (Address)

……………………………………