BUYERS NON-DISCLOSURE AGREEMENT

This Agreement sets out the terms on which the sellers (“the Sellers”) are prepared to make available to you certain confidential information (“the Information”) relating to their company, business and assets (“the Business”).

The Information will include the fact that the Sellers are considering the sale of the Business as well as all other Information provided to you by the Sellers or their Agents whether oral, written, digital or in any other form.

In consideration of being provided with the Information you agree and undertake to the Sellers to fully comply with the terms and conditions set out at 1-8 below:

1. You must treat the Information as strictly private and confidential and exercise at least the same degree of care with it as you would exercise with your own confidential information which you do not wish to be disclosed.

2. You may use and apply the Information solely for the purpose of evaluating the Business in order to decide whether you wish to proceed with negotiations for the purchase.

3. You must not disclose the Information or any part thereof to any person or body other than those members of your staff or those of your professional advisors who need to have access to it in order to evaluate the Business and then only to the extent actually needed to perform such evaluation and to ensure that each of those persons is fully aware of the confidential nature of the Information and complies with the terms of this Agreement.

4. You must not divulge the Information or any part thereof to the Sellers’ employees, customers, suppliers or franchisors (if applicable) without the Sellers’ prior authority and you must not for a period of twelve months from the date of receipt of the Information solicit the services of any of its employees nor solicit custom from any of its customers or suppliers unless already doing business with them, except by general advertisements.

5. Your obligations of confidentiality contained in this Agreement will not apply to any of the Information which passes into the public domain unless it so passes through any breach of the terms of this Agreement.

6. You understand and acknowledge that whilst the Sellers believe the Information to be accurate, its disclosure is not intended to be on the basis of any express or implied warranty to that effect.

7. These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales. Your obligations shall continue indefinitely unless and until you have completed a binding agreement for the purchase of the Business and shall then only determine in respect of the part of the Business you have purchased. No relaxation or forbearance by the Seller in enforcing their rights shall prejudice such rights nor shall any waiver or any breach act as a waiver of any subsequent or continuing breach. The invalidity or unenforcability of any term or right arising out of this Agreement shall not in any way affect the remaining terms or rights.

8. This Agreement will remain in force until it is terminated in writing by either party and accepted in writing by the other party with the proviso that the terms of the Agreement will continue to apply in relation to any Information provided prior to the termination.

AGENTS NON-DISCLOSURE AGREEMENT

This Agreement sets out the terms on which the sellers (“the Sellers”) are prepared to make available to you certain confidential information (“the Information”) relating to their company, business and assets (“the Business”).

The Information will include the fact that the Sellers are considering the sale of the Business as well as all other Information provided to you by the Sellers or their Agents whether oral, written, digital or in any other form.

In consideration of being provided with the Information you agree and undertake to the Sellers to fully comply with the terms and conditions set out at 1-8 below:

1. You must treat the Information as strictly private and confidential and exercise at least the same degree of care with it as you would exercise with your own confidential information which you do not wish to be disclosed.

2. Before disclosing the Information or any part thereof you must ensure that the release of the Information to your Client has been approved by the Sellers or their Agents and that your Client is fully aware that the Information is confidential and has agreed to treat the Information in accordance with the terms and conditions set out in the Buyers Non-Disclosure Agreement.

3. You must not disclose the Information or any part thereof to any person or body other than your Client or your Client’s members of staff or professional advisors who need to have access to it in order to evaluate the Business and decide whether to proceed with negotiations for the purchase and to ensure that each of those persons is fully aware the Information is confidential and covered by the terms and conditions set out in the Buyers Non-Disclosure Agreement.

4. You must not divulge the Information or any part thereof to the Sellers’ employees, customers, suppliers or franchisors (if applicable) without the Sellers’ prior written authority.

5. Your obligations of confidentiality contained in this Agreement will not apply to any of the Information which passes into the public domain unless it so passes through any breach of the terms of this Agreement.

6. You understand and acknowledge that whilst the Sellers believe the Information to be accurate, its disclosure is not intended to be on the basis of any express or implied warranty to that effect.

7. These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales. Your obligations shall continue indefinitely unless and until your Client has completed a binding agreement for the purchase of the Business and shall then only determine in respect of the part of the Business your Client has purchased. No relaxation or forbearance by the Sellers in enforcing their rights shall prejudice such rights nor shall any waiver or any breach act as a waiver of any subsequent or continuing breach. The invalidity or unenforcability of any term or right arising out of this Agreement shall not in any way affect the remaining terms or rights.

8. This Agreement will remain in force until it is terminated in writing by either party and accepted in writing by the other party with the proviso that the terms of the Agreement will continue to apply in relation to any Information provided prior to the termination.