Confidentiality Agreement

The Terms below set out the basis on which We will disclose Confidential Information to You. You must read the Terms carefully and, if you wish to proceed, confirm your acceptance of these Terms by checking the "Accept" box on the Registration form. If you are unsure or are not prepared to agree with any of the Terms You are not obliged to continue with the registration.

In these Terms:

Business means the part of the business operated by the Client to which the Confidential Information relates.

Client any client of Ours whom we hold Confidential Information on and for whom we have agreed to disclose such Confidential Information to You in connection with the Purpose.

Confidential Information means any or all technical, financial and/or other information which is proprietary to Us or our Clients and which we provide (directly or indirectly) to You from time to time including without limitation, IPR, trade secrets, analyses, compilations, forecasts, studies, inventions, programs, customer and supplier lists, non-public financial information, business and marketing plans and methods, pricing policies, product ideas, and other non-public business, technical, marketing or operating information but shall not include information that becomes:

(a) generally available to the public other than by way of an unauthorised disclosure by You; or

(b) available to You on a non-confidential basis from a source other than Us.

You, Your means the organisation and/or company or person entering into or on behalf of by clicking Accept.

IPR means any intellectual property rights including without limit copyright, registered designs, design rights, trademarks and service marks (whether registered or not), patents, database rights together with the right to register, protect and exploit the same anywhere in the world.

Purpose means evaluating the Business for the purpose of considering whether to enter into a commercial relationship with the Business.

Terms means these terms and conditions.

Third Parties means such third parties as We agree can receive Confidential Information from You from time to time.

Us, Our, We means Knightsbridge Business Sales Plc Knightsbridge House Folds Point 1 Folds Road Bolton Greater Manchester BL1 2RZ.

1.1 In consideration of Us disclosing Confidential Information to You, You undertake to:

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

(b) keep the Confidential Information confidential and not, without Our prior written consent, disclose or use directly or indirectly, in any manner whatsoever, the Confidential Information other than in connection with the Purpose;

(c) transmit the Confidential Information only to such Third Parties who We agree need to know the Confidential Information for the Purpose;

(d) procure, prior to disclosure, that all Third Parties to whom Confidential Information is disclosed pursuant to this Agreement have agreed and our aware of the confidential nature of the Confidential Information and have agreed to keep the same confidential on terms similar to those contained in this Agreement. Indemnify Us against any claim, loss or damage incurred as a consequence of any breach or failure by such Third Party to adhere to such terms.

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;

(b) make copies of the Confidential Information only to the extent that You believe such copies are reasonably required;

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

(d) stop using the Confidential Information forthwith upon request from Us or the Client (for whatever reason).

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. However, it has not been verified by Us and You shall not rely on the information as statements or representations of fact.

1.4 Neither party will (unless required by law) make any disclosure of this Agreement without the prior written consent of the other.

1.5 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) neither the execution and 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 under any IPR owned or controlled by You or Us or the Client;

(c) Your rights to use the Confidential Information shall (unless terminated by Us earlier in accordance with this Agreement) terminate 12 months after You have clicked Accept pursuant to the provisions above or within 6 months of receiving the sale (whichever is the later);

(d) the obligations of confidentiality set out hereunder shall survive termination of this Agreement.

1.6 Both parties understand and agree that this Agreement:

(a) shall be governed by and construed in accordance with the laws of England; and

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

(c) 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.

1.7 You hereby confirm that:

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

(b) save as required by law or by the regulations of any recognised Stock Exchange, no announcement or disclosure shall be made by us concerning the proposed transaction or any discussions in connection with it without Our prior written approval;

(c) You will not, for a period of two years from completion of our evaluation of any given business, solicit executive or member of staff of that business with a view to offering them employment, whether directly or indirectly; and

(d) You will not, for a period of two years from completion of our evaluation of any given business, solicit or attempt to solicit any customer or client of that business with a view to enticing them to transfer their business or custom away from the business and to You.

1.8 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 the obligations specified hereunder against You in the event that You breach any obligation hereunder.