NON-DISCLOSURE AGREEMENT

Project Stone

Enterprise Hotels & Hospitality Limited

This Non Disclosure Agreement sets out the terms on which confidential information will be made available in relation to a potential transaction.

By selecting Accept during registration or login to this platform, you acknowledge and agree to be legally bound by the terms of this Non Disclosure Agreement.

This agreement is made between:

Enterprise Hotels & Hospitality Limited, a company incorporated in England and Wales (registered number 15163477) acting as agent for its client in relation to the proposed sale of Project Stone (the Business)

and

The individual or organisation accessing this platform (the Recipient).

The Recipient has expressed an interest in obtaining information relating to the potential acquisition or investment in the Business (the Transaction).

In order to evaluate the Transaction, certain confidential information may be provided through this platform, including information contained within documents, data rooms, presentations, financial information, marketing materials and other communications.

The parties are discussing certain confidential matters, relating to Deal Name (the Business) and your potential acquisition (Transaction) as a Trading Business (the Business), which may require the disclosure to you of certain confidential information (Information) relating to the Business.  In consideration of our Client (our Client) agreeing to disclose Confidential Information to you, you have agreed to give the undertakings and accept the other terms contained in this letter. 

IT IS HEREBY AGREED AS FOLLOWS

You have expressed an interest in the Property and Business.  As agent for our Client, we are prepared to make available to you (or procure that it is made available to you) certain Information in order to assist you to evaluate and undertake the Transaction.  This Non-Disclosure Agreement (NDA) relates to Information at any time and from time to time in their absolute discretion, supplied by us or by our Client or any advisers or agents acting for our Client (Connected Persons) orally, in writing or in any other form, as is reasonably necessary for the Transaction. 

In consideration of the Information being disclosed to you, you agree and undertake to us and our Client that you agree with and undertake to us and our Client as follows. 

1. You will hold the Information in strict confidence and will not disclose, copy, reproduce or distribute any of it to any person other than either (a) as permitted in writing by our Client or (b) to those of your officers, employees, group undertakings, agents, funders and advisers and the officers, employees and advisers of any of those group undertakings who strictly need access to it for the purposes of furthering the Transaction (your Authorised Recipients), and only to the extent that they need that access, on the terms of this letter and on the basis that they themselves will not disclose, copy, reproduce or distribute it to any person who is not an Authorised Recipient.
2. Neither you nor any of your Authorised Recipients will, without our Client’s written consent: (a) reveal to any person other than an Authorised Recipient that negotiations are taking place in relation to the Transaction or any information concerning the status or progress of such negotiations; or (b) use the Information for any purpose other than to evaluate the Transaction; in particular you will not use the Information in the future conduct of your trading operations except where our discussions result in you completing the Transaction.
3. The undertakings in paragraphs 1 and 2 above will not apply to Information which: (a) at the time of supply is in the public domain; or (b) subsequently comes into the public domain, except through breach of the undertakings set out in this letter; or (c) is already in your lawful possession or that of an Authorised Recipient (as evidenced by written records); or (d) subsequently comes lawfully into your possession or that of an Authorised Recipient from a third party who does not owe our Client an obligation of confidence in relation to it; or (e) is required to be disclosed by law, regulation or any governmental or competent regulatory authority, as long as you or the Authorised Recipient making such disclosure consults our Client first on the proposed form, timing, nature and purpose of the disclosure; or (f) if the Transaction is implemented by you, relates solely to the purchase of the Business.
4. You will procure, so far as you are legally able that each of your Authorised Recipients who receives any Information is aware of and adheres to the terms of this letter.  On request, you will keep us informed of their identity.  The undertakings in this letter are given by you on your own behalf and as agent for each of your Authorised Recipients, and with their full knowledge and authority.  You will indemnify and hold our Client and their Connected Persons harmless, on an after-tax basis, from and against all claims, demands, liabilities, losses, damages, costs and expenses suffered or incurred by them arising directly or indirectly from a breach of this letter by you or any of your Authorised Recipients.
5. You and your Authorised Recipients will destroy or return to us or our Client on demand any document (including any note, analysis or memorandum prepared by any of you) containing Information and any copy which may have been made, and take reasonable steps to destroy all Information from any computer, word processor or other device containing Information.  Any destruction of Information will be certified in writing to us by an authorised officer supervising it.  The undertakings in this paragraph shall not apply to Information which you or an Authorised Recipient must retain under any applicable law, rule or regulation, including the rules of a professional body.
6. Neither you nor any of your Authorised Recipients will, without our Client’s prior written consent: (a) directly or indirectly make or have any contact whatsoever in relation to the Business or the Transaction with any officer or employee of our Client or any of their group undertakings or any person who has been a customer or supplier, contractor or sub-contractor of or to any of them in relation to the Business in the 12 months succeeding the date of this letter (except to the extent that our discussions result in you completing the Transaction) or (b) while our discussions are taking place or, if the Transaction is not implemented for any reason, for a period of one year after the date of this letter, solicit, endeavour to entice away, employ or offer to employ directly or indirectly any officer or senior executive of the Sellers.
7. You understand that the Information does not purport to be all inclusive and that no representation or warranty is made as to the accuracy, reliability or completeness of any of the Information. Accordingly you agree with us and with each of our Connected Persons that neither we nor any of our Connected Persons shall have any liability to you or any other person resulting from the use of Information by you and/or them and, without prejudice to the generality of the foregoing, that you and your Authorised Recipients will be bound by the terms of any disclaimer of liability on our part and/or on the part of any of our Connected Persons subject to which any Information Memorandum relating to the Transaction may be issued and that the terms of this disclaimer may not be terminated or rescinded or varied without the prior written consent of our Connected Persons.  This paragraph will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.  Save as expressly set out in this NDA, neither we nor any of our Connected Persons shall owe any duty of care to you nor any other person.
8. Nothing in this letter will prevent you from disclosing information in relation to the Transaction to your employees or the employees of your or it respective group undertakings or to representatives of such employees in accordance with any applicable procedure for informing and consulting employees, provided that such employees or representatives are required to keep that information strictly confidential and that you take all reasonable steps to disclose only the minimum amount of information required to comply with such procedure.
9. Without affecting any other rights or remedies that they may have; you acknowledge that a person with rights under this NDA may be irreparably harmed by any breach of its terms and that damages alone may not necessarily be an adequate remedy.  Accordingly, a person bringing a claim under this NDA 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 its terms, and no proof of special damages will be necessary to enforce this letter.
10. You acknowledge and agree that the undertakings set out in this letter will survive completion of negotiations, whether or not the Transaction is implemented.  Except in the case of paragraphs 6(b) and 7, such undertakings shall survive for a fixed period of twelve months from the date of this letter.
11. If any provision of this letter is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this letter, but without invalidating any of the remaining provisions.
12. Our client and each of our Connected Persons shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the terms of this letter (as amended from time to time), subject to and in accordance with the terms of paragraph 14 (Governing Law and Jurisdiction); and (b) save as provided in paragraph 7, the term that the parties to this letter may by agreement terminate or rescind or vary it in any way without the consent of any of our Connected Persons.
13. Save as provided in paragraph 12, a person who is not a party to this NDA shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14. This NDA, the relationship between the parties and the conduct of the procedure for the sale by us of the Business shall be governed by, and construed in accordance with, English law, and each party irrevocably submits to the exclusive jurisdiction of the English courts for all purposes relating to this agreement.

By selecting Accept, the Recipient confirms that they:

• have read and understood this agreement
• agree to be legally bound by its terms
• confirm they have authority to accept this agreement on behalf of themselves or the organisation they represent.

Yours sincerely

Enterprise Hotels & Hospitality