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'CLICK AND ACCEPT' CONFIDENTIALITY TERMS
Savills (UK) Limited (“Savills”) and N M Rothschild & Sons Limited (“Rothschild”) have been appointed by Royal Mail Group Limited (the “Company”) as advisors in connection with its property at Nine Elms Lane, London SW8 5BB (the “Property”). The Company is proposing to either sell the Property or enter into a joint venture with a development partner for its redevelopment (the 'Transaction').
In connection with the Transaction, Savills, Rothschild and the Company intend to disclose to you, either directly or through their adviseors, information relating to or concerning the Property and the Transaction which is confidential to the Company and may include confidential information concerning the business of the Company, its group companies and affiliates (the “Confidential Information”).
In consideration of the Company agreeing to disclose Confidential Information to you in connection with the Transaction you agree that you will:• Only use the Confidential Information disclosed to you to undertake due diligence in relation to the Property and to evaluate the Transaction and, thereafter, if relevant, negotiate the terms and conditions of the Transaction (the 'Permitted Purpose') and for no other purpose.
• Keep all Confidential Information secret and confidential save that its disclosure is permitted to a limited group of your own employees, directors, officers and outside professional advisors (“Representatives”) who reasonably need access to the Confidential Information for the Permitted Purpose. Prior to disclosing any Confidential Information to a potential investor in or financier of the Transaction, you must obtain written consent from the Company (and, thereafter, any such investors or financiers will be considered to be Representatives for the purposes of this agreement).
• Advise each Representative of the confidential nature of the Confidential Information and procure that they are aware of and observe your obligations of confidence under this agreement.
• Be responsible for any breach of this agreement by any of your Representatives.
• Retain such Confidential Information disclosed to the same standard as you would retain your own confidential information.
• Copy the Confidential Information disclosed only as may be necessary for the Permitted Purpose, and (to the extent reasonably and technically practicable and legally permissible) at the Company’s option within fourteen days of receiving a request to do so either return or destroy all papers, documentation and software containing the Confidential Information. If the destruction or return of Confidential Information is requested by the Company you will provide a certificate signed by a director or senior officer confirming compliance with the terms of that request.
• Notwithstanding the preceding obligation you (and any of your Representatives to whom Confidential Information has been disclosed in accordance with the terms of this agreement) may retain such Confidential Information as is required to be retained under applicable law or regulation, professional standards or practices, for corporate governance purposes or to comply with internal record keeping practices subject to the obligations of confidence in respect of such Confidential Information contained in this agreement.
• Hold the fact that you have obtained the Confidential Information from the Company and the existence, nature and status of discussions or negotiations between you and the Company in strictest confidence.
• Under no circumstances discuss the Transaction with any journalist, newspaper or other publication.
• Be responsible for your own evaluation of the Confidential Information.
• Be bound by the laws and exclusive jurisdiction of England and Wales.
This agreement does not apply to information, which is in the public domain, nor to information, which you are required to disclose by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body. In the event such disclosure is required you will, to the extent permitted by applicable law and regulation, inform the Company and consult with the Company as to possible steps to avoid or limit disclosure and use reasonable endeavours to take such of those steps as the Company may reasonably require.
Without affecting any other rights or remedies that the Company may have, you acknowledge that the Company may be irreparably harmed by the unauthorised use or disclosure of the Confidential Information and that damages alone may not necessarily be an adequate remedy and accordingly the Company will be entitled to the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of the obligations under this agreement.The benefit of this agreement and the right to enforce its terms shall extend to any group company or affiliate of the Company whose Confidential Information is disclosed pursuant to it.
This agreement will continue in effect for the period of 24 months from the date hereof or (if earlier) until specifically superseded by any agreement concerning confidentiality you enter into with the Company.
You acknowledge that you will be solely responsible for (and that consequently the Company has no liability in relation to) any fee, commission or other compensation payable to any broker, finder, agent or other advisor employed or engaged by you (whether directly or indirectly) in relation to the Transaction.The undersigned represent that they are either acting as principal or have the authority of the principal on whose behalf they are engaged to enter into this agreement on its behalf.
© 2014 All rights reserved. Savills plc, incorporated and registered in England and Wales. Registered office: 33 Margaret Street, London, W1G 0JD. Registered number: 2122174. Savills plc is a holding company, some of whose subsidiaries are authorised and regulated by the Financial Conduct Authority (FCA)
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