Common use of CONFIDENTIALITY AND ANNOUNCEMENTS Clause in Contracts

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge that, as a result of your employment, you have had access to Confidential Information. Without prejudice to your common law duties, and subject to 1013.2, 1113.6 and 1113.7, you shall not at any time after the Termination Date: use any Confidential Information; or make or use any Copies; or disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your unauthorised disclosure. The parties confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidential, save only as provided in 1013.5, 1113.6 and 1113.7 You shall not make any adverse or derogatory comment about us, or our officers, employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. Nothing in this 1013 shall prevent you or any of our officers, employees, workers or agents from making a protected disclosure under section 43A of the Employment Rights Xxx 0000. Nothing in this 1013 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge The Employee acknowledges that, as a result of your his/her employment, you have he/she has had access to Confidential Information. Without prejudice to your his common law duties, and subject to 1013.2, 1113.6 and 1113.7, you the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date: use any Confidential Information; or make or use any Copies; or disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 clause 11.111.2 do not apply to any Confidential Information which is in or comes into the public domain other than through your the Employee's unauthorised disclosure. [The parties confirm that they have kept and agree to keep Company will make an announcement on [the existence and terms Termination Date OR signature of this agreement agreement] in the form set out in Error: Reference source not found3 and the circumstances concerning the termination of your employment confidential, save only as provided in 1013.5, 1113.6 and 1113.7 You shall not neither party will make any adverse or derogatory comment about us, or our officers, employees or workers and you shall not do anything statement to third parties which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure is inconsistent with that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. announcement.] Nothing in this 1013 clause 11 shall prevent you or any of our officers, employees, workers or agents the Employee from making a protected disclosure under section 43A of the Employment Rights Xxx 0000. Nothing Act 1996 and nothing in this 1013 clause 11 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that Company from making such disclosure as it is required by HMRC or a regulatorlaw to make. [Notwithstanding clause 17.3, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or cothe Employee acknowledges that the post-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach termination restrictions in clause [NUMBER] of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees his contract with the other party that: Company dated [DATE] will continue to apply after the Termination Date [save that the period of each will be reduced by the period that s/he spends on Garden Leave] OR The Employee agrees to be bound by the restrictive covenants contained in Schedule 2 to this Agreement]. [The Company shall pay £[AMOUNT] to the Employee as consideration for his/her entering into the restrictive covenants in Schedule 2, such sum to be paid within 14 days after the Termination Date or receipt by the Company of a copy of this agreement constitutes signed by the entire agreement between Employee and receipt by the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not Company of a letter from the Adviser as set out in Schedule 1, whichever is later. The Company shall deduct income tax and National Insurance contributions from this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreementsum.]]

CONFIDENTIALITY AND ANNOUNCEMENTS. 12.1 You acknowledge that, as a result of your employmentemployment as Chief Operating Officer, you have had access to Confidential Information. Without prejudice to your common law duties, and subject to 1013.2, 1113.6 and 1113.7Clause 6, you shall not at any time after the Termination Separation Date: : (a) use any Confidential Information; or ; (b) make or use any Copies; or or (c) disclose any Confidential Information to any person, company or other organisation whatsoever. . 12.2 The restrictions in 1013.1 clause 12.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your unauthorised disclosure. . 12.3 The parties confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidential, save only as provided in 1013.5, 1113.6 and 1113.7 to the extent disclosure is required by law. 12.4 You shall not make any adverse or derogatory comment about us, us or Venus Concept or our officers, employees or workers and you shall not do anything which shall, or may, bring [us Venus Concept or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that not authorise or encourage any of our officers, employees and or workers shall not to make any adverse or derogatory comment about you or to do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. . 12.5 The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 clause 12.3 and 1013.4 clause 12.4 if, where necessary and appropriate: : (a) in your case, you make it to: : (i) your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or ; (ii) any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or ; (iii) your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; or (iv) any government benefits agency for the purposes of you making a claim for benefits; ; (b) in our case, we make it to: : (i) the U.S Securities and Exchange Commission (the “SEC”), as required; (ii) our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. Nothing in this 1013 shall prevent you or any of our officers, employees, workers or agents from making a protected disclosure under section 43A of the Employment Rights Xxx 0000. Nothing in this 1013 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.or

CONFIDENTIALITY AND ANNOUNCEMENTS. 13.1 You acknowledge that, as a result of your employment, you have had access to Confidential Information. Without prejudice to your common law duties, and subject to 1013.2, 1113.6 and 1113.7, you shall not at any time after the Termination Date: use any Confidential Information; or make or use any Copies; or disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your unauthorised disclosure. The parties Company confirm that they you have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidential, save only as provided in 1013.5where such disclosure is to HM Revenue & Customs, 1113.6 and 1113.7 You shall not make any adverse required by law or derogatory comment about us, or our officers, employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, (where necessary and or appropriate: in your case, you make it ) to: : (a) your spouse, civil partner or partner or partner, immediate family or legal or professional advisers, provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality or (which you agree not to waiveb) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; or (c) your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for . 13.2 The Company may also disclose the purposes existence and terms of you making a claim for benefits; in our case, we make it to: our this agreement to its officers, employees employees, insurers, or workers legal or professional advisers or those of any other Group Company, provided that they agree to keep the information confidential; . 13.3 You shall not make any adverse or derogatory comment about the Company or any person who owes us a duty of confidentiality (Group Company, its directors or employees and the Company shall use reasonable endeavours to ensure that its officers shall not make any adverse or derogatory comment about you. You shall not do anything which we agree shall, or may, bring the Company or any Group Company, its directors or employees into disrepute and the Company shall use reasonable endeavours to ensure that its officers shall not to waive) in respect of information we disclose to themdo anything which shall, includingor may, our legal, tax, compliance or other professional advisers. bring you into disrepute. 13.4 Nothing in this 1013 Clause 13 shall prevent you or any of our officers, employees, workers or agents from making a protected disclosure under section 43A of the Employment Rights Xxx 0000. Act 1996. 13.5 Nothing in this 1013 clause 13 shall prevent you or us (or any of our officers, employees, workers or agents) from: : (a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or ; (b) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority[, or including the FCA and the PRA]; (c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority authority[, including the FCA and the PRA] regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or ; (d) complying with an order from a court or tribunal to disclose or give evidence; or ; (e) disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance National Insurance liabilities arising from your employment or its termination; or or (f) making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge The Employee acknowledges that, as a result of your employmenthis employment as [POSITION], you have he has had access to Confidential Information. Without prejudice to your his common law duties, and subject to 1013.2, 1113.6 and 1113.7, you the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date: use any Confidential Information; or make or use any Copies; or disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 clause 18.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your the Employee's unauthorised disclosure. The parties [Save to the extent that the circumstances surrounding the termination of the Employee's employment have already been disclosed [in employment tribunal proceedings, case number [NUMBER]/a mediation taking place on [DATE]/[SPECIFY OTHER CIRCUMSTANCES]], the/The] Employee and the Company confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your the Employee's employment confidential, save only as provided in 1013.5except where such disclosure is to HM Revenue & Customs, 1113.6 and 1113.7 You shall not make any adverse required by law or derogatory comment about us, or our officers, employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, (where necessary and or appropriate: in your case, you make it ) to: your the Employee's spouse, civil partner or partner or partner, immediate family or legal or professional advisers, provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your the Employee's insurer for the purposes of processing a claim for loss of employment[. OR ; your or] [the Employee's recruitment consultant or prospective employer to the extent necessary to discuss your his employment history; any government benefits agency for .] [The Company may also disclose the purposes existence and terms of you making a claim for benefits; in our case, we make it to: our this agreement to the Company's officers, employees or workers legal or professional advisers, provided that they agree to keep the information confidential; .] [The Company will make an announcement on [the Termination Date/signature of this agreement] in the form set out in Schedule 5 and neither party will make any statement to third parties (save as specified in clause 18.3) which is inconsistent with that announcement.] The Employee shall not make any adverse or derogatory comment about the Company, its directors or employees and the Company shall use reasonable endeavours to ensure that its employees and officers shall not make any person who owes us a duty of confidentiality (adverse or derogatory comment about the Employee. The Employee shall not do anything which we agree shall, or may, bring the Company, its directors or employees into disrepute and the Company shall use reasonable endeavours to ensure that its employees and officers shall not to waive) in respect of information we disclose to themdo anything that shall, includingor may, our legal, tax, compliance or other professional advisersbring the Employee into disrepute. Nothing in this 1013 clause 18 shall prevent you or any of our officers, employees, workers or agents from the Employee from: making a protected disclosure under section 43A of the Employment Rights Xxx 0000. Nothing in this 1013 shall prevent you ; making a disclosure to a regulator regarding any misconduct, wrongdoing or us (serious breach of regulatory requirements, or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency agency; or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that Nothing in this clause 18 shall prevent the Company from making such disclosure as it is required by HMRC law to make. [The Company shall pay £[AMOUNT] to the Employee as consideration for his entering into the restrictions in this clause 18, such sum to be paid within 14 days of the Termination Date or receipt by the Company of a regulatorcopy of this agreement signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Schedule 4, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) whichever is later. The Company shall deduct income tax and national insurance liabilities arising National Insurance contributions from your employment or its termination; or making any other disclosure as required by law. this sum.] Each party on behalf of itself [and, in our casethe case of the Company, as agent for any Group Company Companies] acknowledges and agrees with the other party [(the Company acting on behalf of itself and as agent for each Group Company)] that: this agreement constitutes the entire agreement between the parties [and any Group Company] and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on[, and shall have no remedies in respect of, ,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement. Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge 7.1 The Employee acknowledges that, as a result of your employmenthis employment with the Company, you have he has had access to Confidential Information. Without prejudice to your his common law dutiesduties and any other contractual duties and in consideration of the non-financial obligations of the Company set out in this Agreement, and subject to 1013.2, 1113.6 and 1113.7, you the Employee shall not (except as authorised or required by law or as authorised by the Company or Board) at any time after the Termination Date: : 7.1.1 use any Confidential Information; or or 7.1.2 make or use any Copies; or or 7.1.3 disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions , provided that the restriction in 1013.1 do this clause 7.1 shall not apply to any Confidential Information which is in or comes into the public domain other than through your the Employees unauthorised disclosure. . 7.2 The parties confirm that they have kept and agree to keep the existence and terms of this agreement Employee shall not, and the circumstances concerning the termination of your employment confidentialCompany shall use its reasonable endeavours to ensure that its directors shall not, save only as provided in 1013.5, 1113.6 and 1113.7 You shall not make any adverse or derogatory comment about usthe Employee or (as the case may be) the Group and its directors, or our officers, officers and/or employees or workers and you shall not do anything which shall, or may, bring us the Group, its directors, officers and/or employees, or our officers, employees or workers the Employee into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. . 7.3 Nothing in this 1013 clause 7 shall prevent you or any of our officers, employees, workers or agents the Employee from making a protected disclosure disclosing information which he is entitled to disclose under section the sections 43A and 43B of the Employment Rights Xxx 0000. Nothing , provided that the disclosure is made in this 1013 accordance with the provisions of that Act and the Employee has complied with the Company’s policy (if any) from time to time in force regarding such disclosures. 7.4 The Employee and the Company agree that an external announcement in substantially the same form as that contained in Schedule 6 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence be made in accordance with the market disclosure obligations applicable to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for Company and/or any Group Company acknowledges and agrees the Employee shall and the Company shall use its reasonable endeavours to ensure that any comments made to the media are in a manner consistent with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreementSchedule 6.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge 13.1 The Employee acknowledges that, as a result of your his employment, you have he has had access to Confidential Information. Without prejudice to your his common law duties, and subject to 1013.2, 1113.6 and 1113.7, you the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date: : 13.1.1 use any Confidential Information; or or 13.1.2 make or use any Copies; or 113 13.1.3 disclose any Confidential Information to any person, company or other organisation whatsoever. . 13.2 The restrictions in 1013.1 clause 13.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your the Employee’s unauthorised disclosure. . 13.3 The parties Employee and the Company confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your the Employee’s employment confidential, save only as where such disclosure is to HM Revenue & Customs, required by law or (where necessary or appropriate) to the Employee’s spouse, civil partner or partner, immediate family or legal or professional advisers, provided that they agree to keep the information confidential. 13.4 The Company may also disclose the existence and terms of this Agreement to those of its officers, employees or legal or professional advisers who need to be aware of its terms in 1013.5the performance of their duties, 1113.6 and 1113.7 You provided that they agree to keep the information confidential. 13.5 The Employee shall not make any adverse or derogatory comment about usthe Company, its directors or our officers, employees and the Company shall instruct its executive officers not to make or workers and you authorise any adverse or derogatory comment about the Employee. The Employee shall not do anything which shall, or may, bring us the Company, its directors or our officers, employees or workers into disrepute. We disrepute and the Company shall use reasonable endeavours instruct its executive officers not to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that which shall, or may, bring you the Employee into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. . 13.6 Nothing in this 1013 clause 13 shall prevent you or any of our officers, employees, workers or agents the Employee from making a protected disclosure under section 43A 43B of the Employment Rights Xxx 0000. Nothing Act 1996 and nothing in this 1013 clause 13 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that Company from making such disclosure as it is required by HMRC law to make. 13.7 The Company shall pay £100 to the Employee as consideration for his entering into the restrictions in this Clause 13, such sum to be paid within 14 days of the Termination Date or receipt by the Company of a regulatorcopy of this agreement signed by the Employee and receipt by the Company of a letter from the adviser as set out in Schedule 2, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) whichever is later. The Company shall deduct income tax and national insurance liabilities arising contributions from your employment or its termination; or making any other disclosure as required this sum. 13.8 Notwithstanding clause 14 the Employee acknowledges that the post-termination restrictions in clauses 16 and 20 of the Contract will continue to apply after the Termination Date save that the period of each will be reduced by law. Each party the period that he spends on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreementGarden Leave.

CONFIDENTIALITY AND ANNOUNCEMENTS. 7.1 You acknowledge that, as a result of your employment, you have had access to Confidential Information. Without prejudice to your common law duties, and subject to 1013.2, 1113.6 and 1113.7, you shall not at any time after the Termination Date: use any Confidential Information; or make or use any Copies; or disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your unauthorised disclosure. The parties confirm that they have kept and agree to Employer will keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidentialconfidential (save to confirm that you left by mutual agreement to pursue other opportunities) and will not disclose the same to any third party, save only as provided in 1013.5, 1113.6 and 1113.7 You the restrictions above shall not make any adverse apply to information which you or derogatory comment about usthe Employer disclose: 7.1.1 pursuant to the order of a court of competent jurisdiction; 7.1.2 pursuant to and in accordance with the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000; 7.1.3 in circumstances where the Employer or you are required by law to do so; 7.1.4 in order to report misconduct or a serious breach of regulatory requirements to an appropriate regulator; 7.1.5 to a law enforcement agency; 7.1.6 to the extent necessary in connection with a criminal investigation or prosecution; 7.1.7 to HMRC; or 7.1.8 (where, and to the extent, necessary or our officers, appropriate and provided such person(s) agree to keep the information confidential) to your or the Employer's legal or professional advisers or such other persons that are required in order to fulfil the terms of this agreement or (in the case of the Employer) the Employer's officers or employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: (in your case, you make it to: ) your spouse, civil partner or partner or immediate family (provided that they agree to keep you shall inform them of the information confidential; content of this clause and if your spouse, civil partner or any person who owes partner breaches the terms of this clause, you a duty of confidentiality (which will be liable for such breach as if you agree not to waivehad committed it yourself) in respect of information you disclose to them, including and/or your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer doctor for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers seeking medical advice and provided that they agree to keep the information confidential; or any person who owes us a duty are similarly bound by duties of confidentiality to you which you shall not waive. 7.2 You will not make any adverse or derogatory comments (which we agree not to waive) whether orally or in respect of information we disclose to themwriting, including, our legalwithout limitation any comments or references in any on-line diary or personal webspace) about the Employer, taxany member of the Group or any Protected Person or do anything which brings the Employer, compliance any member of the Group or other professional advisersany Protected Person into disrepute. Nothing in this 1013 shall prevent The Employer will not authorise or encourage its employees or officers or any Protected Person to make any adverse or derogatory comments about you or do anything which may bring you into disrepute. 7.3 You warrant that you have not made any statement or taken any steps prior to the date of this agreement which, if it had occurred after the date of this agreement, would constitute a breach of any of our officers, employees, workers or agents from making a protected disclosure under section 43A the provisions of the Employment Rights Xxx 0000. Nothing in this 1013 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreementclause 7.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge 12.1 The Employee confirms that he has kept and agrees to keep the existence and terms of this agreement and the circumstances concerning the termination of the Employee’s employment confidential, save where such disclosure is to HM Revenue & Customs, required by law or (where necessary or appropriate and provided that the Employee procures that each such individual keeps confidence in the same terms) to the Employee’s spouse, civil partner or partner, immediate family or legal or professional advisers. 12.2 The Company may also disclose the existence and terms of this Agreement to the Company’s officers, employees or legal or professional advisers, provided that they agree to keep the information confidential. 12.3 The Employee shall not make any adverse or derogatory comment about the Company, its directors or employees. The Employee shall not do anything which shall, or may, bring the Company, its directors or employees into disrepute. 12.4 Nothing in this clause 12 shall prevent the Employee from making a protected disclosure under section 43B of the Employment Rights Act 1996 and nothing in this clause 12 shall prevent the Company from making such disclosure as it is required by law to make. 12.5 The Employee acknowledges that, as a result of your his employment, you have he has had access to Confidential Information. Without prejudice to your his common law duties, and subject to 1013.2, 1113.6 and 1113.7, you the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date: : (a) use any Confidential Information; or or (b) make or use any Copies; or or (c) disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 clause 12.5 do not apply to any Confidential Information which is in or comes into the public domain other than through your the Employee’s unauthorised disclosure. The parties confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidential, save only as provided in 1013.5, 1113.6 and 1113.7 You shall not make any adverse or derogatory comment about us, or our officers, employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. Nothing in this 1013 shall prevent you or any of our officers, employees, workers or agents from making a protected disclosure under section 43A of the Employment Rights Xxx 0000. Nothing in this 1013 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge that, as a result of your employment, you have had access to Confidential Information. Without prejudice to your common law duties, 7.1 The Employee and subject to 1013.2, 1113.6 and 1113.7, you shall not at any time after the Termination Date: use any Confidential Information; or make or use any Copies; or disclose any Confidential Information to any person, company or other organisation whatsoever. The restrictions in 1013.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your unauthorised disclosure. The parties Society confirm that they have kept and agree to keep the existence and terms of this the agreement and the circumstances concerning the termination of your employment of the Employee confidential, save only as provided in 1013.5where such disclosure is to HM Revenue & Customs, 1113.6 and 1113.7 You shall not make any adverse required by law or derogatory comment about us, or our officers, employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, (where necessary and or appropriate: in your case, you make it ) to: your : (a) the spouse, civil partner or partner or partner, immediate family or legal or professional advisers of the Employee, provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality or (which you agree not to waiveb) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your the insurer for the Employee for the purposes of processing a claim for loss of employment; your or (c) the recruitment consultant or prospective employer of the Employee to the extent necessary to discuss your his employment history; any government benefits agency for or (d) the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers legal or professional advisers of the Society, provided that they agree to keep the information confidential; . 7.2 The Society may also disclose the existence and terms of the agreement to the officers, employees or legal or professional advisers of the Society, provided that they agree to keep the information confidential. 7.3 The Employee shall not, and the Society shall use reasonable endeavours to ensure that its employees and officers shall not, make any person who owes us a duty of confidentiality (adverse or derogatory comment about each other or do anything which we agree not to waive) in respect of information we disclose to themshall, includingor may, our legalbring the Society, taxits directors or employees, compliance or other professional advisers. the Employee into disrepute. 7.4 Nothing in this 1013 the clause 7 shall prevent you or any the Employee from disclosing information which he is entitled to disclose under the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000, provided that the disclosure is made in accordance with the provisions of our officers, employees, workers or agents from making a protected disclosure under section 43A that Act and the Employee has complied with the policy of the Employment Rights Xxx 0000. Society from time to time in force regarding such disclosures. 7.5 Nothing in this 1013 shall the clause 7 or the Agreement will prevent you the Employee from informing any individual or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything organisation that is required his employment ended by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this mutual agreement.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge 11.1 The Employee acknowledges that, as a result of your employmenther employment as Executive Vice President of Human Resources, you have she has had access to Confidential Information. Without prejudice to your her common law duties, and subject to 1013.2, 1113.6 and 1113.7, you the Employee shall not (except as authorised or required by law or as authorised by the Company) at any time after the Termination Date: : (a) use any Confidential Information; or or (b) make or use any Copies; or or (c) disclose any Confidential Information to any person, company or other organisation whatsoever. . 11.2 The restrictions in 1013.1 clause 11.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your the Employee’s unauthorised disclosure. . 11.3 The parties confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidential, save only as provided in 1013.5, 1113.6 and 1113.7 You Employee shall not make any adverse or derogatory comment about usthe Company, its directors or our officers, employees and the Company shall use reasonable endeavours to ensure that its employees and officers shall not make any adverse or workers and you derogatory comment about the Employee. The Employee shall not do anything which shall, or may, bring us the Company, its directors or our officers, employees or workers into disrepute. We disrepute and the Company shall use reasonable endeavours to ensure that our officers, its employees and workers officers shall not make any adverse or derogatory comment about you or do anything that which shall, or may, bring you the Employee into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential; or any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes of processing a claim for loss of employment; your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. . 11.4 Nothing in this 1013 clause 11 shall prevent you or any of our officers, employees, workers or agents the Employee from making a protected disclosure under section 43A 43B of the Employment Rights Xxx 0000. Nothing in this 1013 shall prevent you 0000 or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that from making such disclosure as she is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required law to or not, make and nothing in this clause 11 shall prevent the Company from making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure such disclosures as it is required by lawlaw to make. Each party on behalf Should either the Employee wish to make any disclosure under the terms of itself andthis clause 11.4, then the Employee shall provide the Company with a written copy of the disclosure in our case, advance of making it. 11.5 The Company shall pay £100 to the Employee as agent consideration for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in her entering into the restrictions in this agreement it does not rely onclause 11, such sum to be paid within 14 days of the Termination Date or receipt by the Company of a copy of this Agreement signed by the Employee and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not receipt by the Company of a letter from the adviser as set out in Schedule 2, whichever is later. The Company shall deduct income tax and employee’s national insurance contributions from this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreementsum.

CONFIDENTIALITY AND ANNOUNCEMENTS. You acknowledge that, as a result of your employment, you have had access to Confidential Information. Without prejudice to your common law duties17.1 The Purchasers agree that they will not, and subject will procure that none of the members of the Purchaser Group (including as from Completion the Group Companies) will disclose any information in the Data Room or otherwise obtained in the course of the negotiations of, or otherwise pursuant to, this Agreement and that is confidential in nature so far as that information relates to 1013.2the Interbrew Retained Group, 1113.6 and 1113.7without the prior written approval of the Vendor (such approval not to be unreasonably withheld or delayed). 17.2 If any Group Company or any of their respective officers holds any confidential information, you (which for the purpose of this sub-clause shall mean information relating to the Interbrew Retained Group which such Group Company or person has obtained by reason of being a member or an employee of the Interbrew Group which has not been acquired pursuant to this agreement) then that Group Company or person shall, upon the request of the Guarantor (which request shall specify the relevant information), return such confidential information to the Guarantor, where reasonably possible, provided that where such information cannot physically be separated from confidential information of any member of the Purchaser Group or of any third party, then the relevant member of the Purchaser Group shall not be obliged to return such information. The Purchasers agree that they shall, and shall procure that each member of the Purchaser Group and the Group shall at all times after Completion keep such confidential information confidential and shall make no use of such information. The Purchasers agree that they will keep confidential all information considered confidential by any time after third party that they receive by virtue of entering into this Agreement (including the Termination Date: use Data Room) which is the subject of a confidentiality undertaking given by any Confidential Information; member of the Interbrew Retained Group and notified to the Purchasers. 17.3 If any Interbrew Retained Group Company or any of their respective officers holds any confidential information, in relation to the Group Companies, the Business or the Joint Venture Companies which it has obtained by virtue of its ownership of the Group Companies prior to Completion or which it otherwise obtains pursuant to this Agreement (including, without limitation the pricing and other terms of contracts with major customers of the Group Companies), then that Interbrew Retained Group Company or person shall, upon request of the Purchaser return such confidential information to the Purchaser. The Guarantor agrees that it shall, and will procure that each Interbrew Retained Group Company shall, keep such confidential information confidential and shall not disclose or make or use any Copies; of such information. 17.4 Notwithstanding the provisions of this clause 17, either party may use or disclose confidential information where such use or disclosure is necessary: (A) for the purpose of preparing the relevant party's annual report and accounts; or (B) for the purpose of preparing any Confidential Information Interbrew Retained Group Company's tax returns; or (C) to comply with any personlegal, company regulatory or compliance requirements, in each case in the United Kingdom or elsewhere; or (D) in connection with the claims or proceedings referred to in clause 7.3 above; or (E) in accordance with the terms of any of the Ancillary Agreements or the TCB Transaction Documents. 17.5 Nothing in this clause shall prevent the disclosure of any confidential information: (A) to the extent that such disclosure is required expressly by the terms of this Agreement, or by law or by an order of a court or tribunal of competent jurisdiction, the rules or regulations of the Euronext Stock Exchange or any other organisation whatsoever. The restrictions stock exchange or the rules of or any enquiry by any governmental, official or regulatory body (provided that wherever and to the extent practicable the Vendor or the Purchasers (as the case may be) are given prior written notice of such intended disclosure); or (B) to a UK Competent Authority or any other competition authority in 1013.1 do not apply to any Confidential Information connection with the transactions contemplated by this Agreement; or (C) which is in or comes into the public domain other otherwise than through your unauthorised disclosure. The parties confirm that they have kept and agree as a result of its wrongful disclosure by the Purchaser Group or the Interbrew Retained Group (as the case may be), their respective advisers or any of their respective employees; or (D) by one member of the Interbrew Retained Group or the Purchaser Group (as the case may be) to keep the existence and terms another member of this agreement and the circumstances concerning the termination its respective group or any of your employment confidential, save only as provided in 1013.5, 1113.6 and 1113.7 You shall not make any adverse its or derogatory comment about us, or our officers, employees or workers and you shall not do anything which shall, or may, bring us or our officers, employees or workers into disrepute. We shall use reasonable endeavours to ensure that our officers, employees and workers shall not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to 1013.5, 1113.6 and 1113.7. The parties are permitted to make a disclosure or comment that would otherwise be prohibited by 1013.3 and 1013.4 if, where necessary and appropriate: in your case, you make it to: your spouse, civil partner or partner or immediate family their respective professional advisers (provided that they agree to keep such other persons are made aware of and comply with the information confidential; or any person who owes you a duty obligation of confidentiality (which you agree not to waive) in this clause 17 in respect of information you such information). 17.6 Except as required by law or by any stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the announcement or disclosure is subject, whether or not having the force of law, no public announcement or circular nor any other disclosure in connection with the existence or subject matter of this Agreement, any of the Ancillary Agreements or the Disclosure Letter shall be made or issued by or on behalf of the Guarantor, the Vendor, the Purchasers or the Purchaser Guarantor without the prior written approval of the Purchasers (in the case of the Guarantor or the Vendor) or the Guarantor (in the case of a Purchaser or the Purchaser Guarantor) (such approval not to be unreasonably withheld or delayed). For the avoidance of doubt, the parties shall, and shall procure that the members of the Purchaser Group and the Interbrew Retained Group, as the case may be, shall, subject to clause 17.4 and the exceptions in clause 17.5, not disclose and shall keep confidential all of the commercial and other terms (including pricing) of this Agreement, the Ancillary Agreements or the Disclosure Letter. 17.7 The Vendor shall procure the assignment to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services; or your insurer for the purposes Purchaser of processing a claim for loss the benefit of employment; your recruitment consultant or prospective employer the confidentiality provisions of all confidentiality agreements and undertakings given by any other potential purchaser of the BHL Shares to the extent necessary that: (A) such assignment is not prevented by the terms of such agreements and undertakings; and (B) such confidentiality provisions relate to discuss your employment history; any government benefits agency for the purposes of you making a claim for benefits; in our case, we make it to: our officers, employees or workers provided that they agree to keep the information confidential; or any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers. Nothing in this 1013 shall prevent you or any of our officers, employees, workers or agents from making a protected disclosure under section 43A business of the Employment Rights Xxx 0000Group. Nothing The Vendor will send a letter in this 1013 shall prevent you or us (or any of our officers, employees, workers or agents) from: reporting a suspected criminal offence form agreed with the Purchaser to the police other parties to such agreements and undertakings authorising the Purchaser to recover all information (as defined in such agreements or any law enforcement agency undertakings) or co-operating requesting certification of its destruction to the Purchaser in each case in accordance with the police or any law enforcement agency regarding a criminal investigation or prosecution; or doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority, or whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach terms of regulatory requirements (including giving evidence at a hearing); or complying with an order from a court or tribunal to disclose or give evidence; or disclosing information to HMRC for the purposes of establishing such agreements and paying (or recouping) tax and national insurance liabilities arising from your employment or its termination; or making any other disclosure as required by law. Each party on behalf of itself and, in our case, as agent for any Group Company acknowledges and agrees with the other party that: this agreement constitutes the entire agreement between the parties and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter; in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreementundertakings.