Common use of CONFIDENTIALITY AND ANNOUNCEMENTS Clause in Contracts

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes to the Buyer, and the Buyer undertakes to the Seller, save as otherwise provided in this Clause 10, to keep confidential the terms of this agreement. The Buyer may disclose the existence of this agreement and the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; to the extent that the disclosure is required by law; and in the case of the Buyer, to: (i) its auditors, (ii) any Government or regulatory authority having jurisdiction over it (including by way of a funding agreement); and (iii) Arts Council England. No announcement, or other publicity in connection with the subject matter of this agreement shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the same. The Buyer will give consideration to any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer and at its complete discretion.]10

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes Provider agrees: to maintain as confidential and not to use or disclose to any Third Party any Confidential Information derived in connection with the provision of the Flexibility Services, without the consent of the Company in its absolute discretion, except that which is reasonably necessary for the proper performance of the Contract; to restrict the disclosure of the relevant and necessary parts of the Confidential Information to such Staff who have reasonable need to see and use it in the performance of their obligations under the Contract; that the Confidential Information shall not be used for its own benefit or for the benefit of its Staff and/or Sub-contractors and for any other purpose other than performance of its obligations under this Contract; and that the Confidential Information shall not be disclosed to Customers or Third Parties who may use the Confidential Information to acquire an advantage over or act to the Buyerdetriment of the Company, its Affiliates and/or the Distribution Licensees. to make all Staff and Sub-contractors aware of the confidential nature of the Confidential Information and the Buyer undertakes provisions of this Clause 24 and without prejudice to the Seller, save generality of the foregoing to take all such steps as otherwise provided shall from time to time be reasonably necessary to ensure compliance by its Staff and Sub-contractors with the provisions of this Clause 24. The obligations in this Clause 1024 shall continue in full force and effect during the term of and after the termination of the Contract, provided however that the following shall not be subject to keep confidential such restrictions to: any information which was lawfully in the terms possession of the Provider prior to its disclosure by the Company; or any information which is in or shall lawfully become available to the Provider from a source independent of the Company; or any information which is in or shall come into the public domain through no fault of the Provider; or any information which either Party is required to disclose to comply with the requirements of a recognised Stock Exchange or the Director General of Electricity Supply or with any statutory or regulatory obligations; or any disclosure to OFGEM or the Competition Markets Authority or any other Competent Authority from time to time. The Provider shall return all Confidential Information in the Provider’s possession and that of its Staff and Sub-contractors immediately upon termination of this agreementContract. The Buyer may disclose the existence provisions of this agreement Clause 24 shall survive the termination of this Contract. At the Company’s request, the Provider shall procure that its Sub-contractors enter into confidentiality contracts directly with the Company. No announcements may be made by the Provider in relation to the Contract without the prior written consent of the Company to any announcement and the amount content and form of such announcement. Notwithstanding the Consideration and provisions of Clause 24.1, the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] Company shall be entitled to disclose copies of the existence Contract and associated documents without the Provider’s consent to: Eastern Power Networks plc, London Power Networks plc and South Eastern Power Networks plc; any of the Company’s’ Affiliates; any Third Party providing services to any of the Company’s’ Affiliates; any Competent Authority having a statutory right to require the same; any recognised Stock Exchange in accordance with its rules; any court arbitrator or administrative tribunal in the course of proceedings before it to which the Provider’s is a party; any Third Party that requires such Confidential Information or knowledge of this agreement and Contract as a result of inter alia any proposed or actual corporate reconstruction, reorganisation, sale, divestment, proposal or acquisition on the amount part of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to Company or any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, Company’s’ Affiliates. provided that the disclosing party procures that Company shall inform the people entities described in Clauses 24.6.1 to whom 24.6.6 of the confidential nature of the information is disclosed keep it confidential as if they were contained in the Contract and associated documents and shall use its reasonable endeavours to procure that party; such entities comply with the written consent obligations of confidentiality contained in this Contract. The Company may disclose, publish, use and share the Providers data and other information relating to this Contract and the provision of the other party; Flexibility Services in an anonymised or aggregated format and/or otherwise to Third Parties. The Company may disclose to National Grid (or as otherwise agreed between the Company and the Provider) the location of the Facility, and all operational data (including but without limitation, service type, volume, and instructions). ANTI-BRIBERY The Provider shall: comply with all applicable laws, statutes, regulations and codes relating to anti bribery and anti-corruption including but not limited to the extent that Xxxxxxx Xxx 0000 (Relevant Requirements); not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the disclosure is required by law; and Xxxxxxx Xxx 0000 if such activity, practice or conduct has been carried out in the case UK; have and shall maintain in place throughout the term of this Contracts its own policies and procedures, including but not limited to adequate procedures under the BuyerXxxxxxx Xxx 0000, to: (i) its auditorsto ensure compliance with the Relevant Requirements, (ii) and will enforce them where appropriate; promptly report to the Company and request or demand for any Government or regulatory authority having jurisdiction over it (including by way of a funding agreement); and (iii) Arts Council England. No announcement, undue financial or other publicity advantage of any kind received by the Provider in connection with the subject matter performance of this agreement shall be made by Contract; immediately notify the Seller at any time Company(in writing) if a foreign public official becomes an officer or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse employee of the Option. On Completion Provider or acquires a direct or indirect interest in the Buyer (only) shall (with Provider, and the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact Provider warrants that it has failed to acquire no foreign public officials as direct or indirect owners, officers or employees at the Works. [The parties acknowledge that date of this Contract; within one (1) months of the Buyer is subject date of this Contract, and annually thereafter, certify to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller Company in writing signed by an officer of the same Provider and all persons associated with it under Clause 25.2. The Provider shall provide such supporting evidence of its proposed response compliance as the Company may reasonably request. The Provider shall ensure that any person associated with the Provider who is performing services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Provider in this Clause 25(Relevant Terms). The Provider shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the same. The Buyer will give consideration to Company for any reasonable representations made breach by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form such persons of response is the sole responsible any of the Buyer and at its complete discretion.]10Relevant Terms.

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes to the Buyer, and the Buyer undertakes to the Seller, save as otherwise provided in this Clause 10, to keep confidential the terms of this agreement. The Buyer may disclose the existence of this agreement and the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Sellera) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] Each Party shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; to the extent that the disclosure is required by law; and (in the case of the BuyerSelling Shareholders, acting severally), and shall use its commercially reasonable efforts to cause its Affiliates and Representatives to, keep confidential and not disclose to any other Person any Transaction Information or, in the case of the Selling Shareholders, any Confidential Information. Notwithstanding the foregoing, each Party may disclose Transaction Information to its Affiliates, Representatives, investors, lenders or other advisors, in each case only where such persons or entities are under appropriate nondisclosure obligations of a similar nature and on a need-to-know basis. The obligations of a Party under this Section 4.02 shall not apply to information which: (i) its auditorsis or becomes generally available to the public without breach of obligations under this Section 4.02, (ii) becomes available to a Party on a non-confidential basis from a source other than a Party to this Agreement (provided that such Party can demonstrate that such source was not known by such Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality). If any Government Party or regulatory authority having jurisdiction over it (including any of its respective Affiliates or Representatives is required to disclose any Transaction Information by way applicable Law or any binding Order, such Party shall notify the other Parties as early as practicable prior to disclosure to allow any relevant other Party to take appropriate measures to preserve the confidentiality of such information. Any breach of this Section 4.02 by any Affiliate, Representative or lender of a funding agreement); Party shall be deemed to be a breach by such Party. Notwithstanding the foregoing, it is expressly agreed, acknowledged and understood by the Company and the Selling Shareholders that the Purchaser, as a publicly traded company, will be required to disclose Transaction Information upon signing and/or Closing of this Agreement, as required by applicable Laws and that such disclosure shall not be deemed a breach of the Purchaser’s obligations hereof, provided that the form and content of such announcement is shared with and makes reasonable efforts to take reasonable account of the Selling Shareholders’ Representative prior to release. “Transaction Information” includes (iiii) Arts Council England. No announcementthe existence or terms of this Agreement or the other Documents, or other publicity in connection with the subject matter of this agreement shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlierii) the lapse existence of discussions and negotiations between or among the Purchaser, the Company, and the holders of any Securities of the OptionCompany or any of their respective Representatives. On Completion Notwithstanding anything in this Agreement or the Buyer (only) shall (with Confidentiality Agreements to the consent of the Sellercontrary, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Optionfollowing Closing, the Buyer Selling Shareholders shall be permitted to make disclose information to Employees, advisors, agents or consultants, in each case who have a press announcement of the fact need to know such information, provided that it has failed to acquire the Works. [The parties acknowledge that the Buyer is such persons are subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the sameconfidentiality obligations with respect thereto. The Buyer will give consideration to any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer and at its complete discretion.]1045

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes Employee acknowledges that, as a result of his/her employment, he/she has had access to Confidential Information. Without prejudice to his common law duties, the BuyerEmployee 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, and company or other organisation whatsoever. The restrictions in clause 11.1 do not apply to any Confidential Information which is in or comes into the Buyer undertakes to public domain other than through the Seller, save as otherwise provided in this Clause 10, to keep confidential Employee's unauthorised disclosure. [The Company will make an announcement on [the terms Termination Date OR signature of this agreement] in the form set out in Schedule 3 and neither party will make any statement to third parties which is inconsistent with that announcement.] Nothing in this clause 11 shall prevent the Employee from making a protected disclosure under section 43A of the Employment Rights Act 1996 and nothing in this clause 11 shall prevent the Company from making such disclosure as it is required by law to make. [RESTRICTIVE COVENANTS [Notwithstanding clause 17.3, the Employee acknowledges that the post-termination restrictions in clause [NUMBER] of his contract with the 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 Buyer may disclose Employee agrees to be bound by the existence 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 signed by the Employee and receipt by the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; to the extent that the disclosure is required by law; and in the case of the Buyer, to: (i) its auditors, (ii) any Government or regulatory authority having jurisdiction over it (including by way Company of a funding agreement); and (iii) Arts Council England. No announcementletter from the Adviser as set out in Schedule 1, or other publicity in connection with the subject matter of this agreement shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer whichever is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the samelater. The Buyer will give consideration to any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer Company shall deduct income tax and at its complete discretion.]10National Insurance contributions from this sum.]]

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes to the Buyer(a) Each Shareholder agrees, and the Buyer undertakes agrees to the Seller, save cause its Authorized Representatives (as otherwise provided in this Clause 10defined below), to keep confidential confidential, and not to make any use of (other than for purposes reasonably related to its interest in the terms Company or for purposes of this agreement. The Buyer may filing such Shareholder’s tax returns) or disclose the existence of this agreement and the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor Person, any non-public information relating to the Company and its affairs and any non-public information related to the Company’s investment in Target Company or funder for the purpose of raising funding to enable it to exercise transactions contemplated herein (such information, the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: “Confidential Information”) (other than disclosure to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreementShareholder’s current investors, or to facilitate such Shareholder’s Affiliates, directors, officers, partners, employees, agents, advisors, accountants, lawyers, investors or representatives responsible for matters relating to the exercise Company or to any other Person approved in writing by the Directors (each such Person being hereinafter referred to as an “Authorized Representative”)); provided that such Shareholder and its Authorized Representatives may make such disclosure to the extent that: (a) the information to be disclosed is publicly known at the time of the Optionproposed disclosure by such Shareholder or Authorized Representative; (b) the information otherwise is or becomes legally known to such Shareholder other than through disclosure by the Company, provided the Directors, Target Company or any Affiliate thereof, or other party that is subject to a confidentiality agreement with, any of the disclosing party procures that the people to whom foregoing entities; (c) the information is disclosed keep it confidential as if they were required in connection with any audit by any tax authority; (d) the information is required in response to any summons or subpoena or in connection with any litigation or administrative proceeding, and/or (e) such Shareholder reasonably believes disclosure is required by Applicable Law or in response to any governmental agency request or in connection with an examination by regulatory authorities (provided that party; with the written consent such agency, regulatory authorities or association is informed of the other party; confidential nature of the information disclosed). Prior to making any disclosure required by Applicable Law, each Shareholder shall use commercially reasonable efforts to notify the Company of such disclosure, except to the extent that the such notice is prohibited by Applicable law. Prior to any disclosure is required by law; and in the case to any Authorized Representative, each Shareholder shall use commercially reasonable efforts to advise such Authorized Representative of the Buyer, to: obligations set forth in this Clause and obtain the agreement of such Person to be bound by the terms of such obligations (i) its auditors, (ii) unless any Government or regulatory authority having jurisdiction over it (including by way of a funding agreementsuch Authorized Representative is already subject to similar confidentiality obligations which would require such Authorized Representative to keep any Confidential Information under this Agreement confidential); and (iii) Arts Council England. No announcement, or other publicity in connection with the subject matter of this agreement shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the same. The Buyer will give consideration to any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer and at its complete discretion.]10that:

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes Subject to the Buyer, exceptions provided in Clause 7.3 (and the Buyer undertakes to the Sellerextent otherwise expressly permitted by this Agreement) neither Party shall, save as otherwise provided in this Clause 10at any time, to keep confidential whether before or after the terms expiry or sooner termination of this agreement. The Buyer may disclose Agreement, without the existence of this agreement and the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written prior consent of the other party; to the extent that the disclosure is required by law; and Party in the case of the Buyer, to: writing (i) its auditors, (ii) any Government or regulatory authority having jurisdiction over it (including by way of a funding agreement); and (iii) Arts Council England. No announcement, or other publicity in connection with the subject matter of this agreement shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted ), divulge or suffer or permit its officers, employees, agents or contractors to make a press announcement concerning divulge to any person or permit use by any person (other than disclosure to or use by any of its or their respective officers or employees to the purchase extent that such disclosure and use is required to enable such persons properly to carry out their duties in connection with this Agreement): any of the Works in which the Consideration (but not the identity contents of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives this Agreement; any request under the FOIA or EIRs for commercially confidential information relating to the negotiations concerning the entering into of this agreement Agreement; any commercially confidential information which may come to a Party’s knowledge in the course of such negotiations; or any commercially confidential information concerning the operations, contracts, commercial or financial arrangements or affairs of the other Party. Each Party undertakes to use information referred to in Clause 7.1 and disclosed to it will, by the other Party solely for the purposes of this Agreement and shall not use it for any other purpose or for the purposes of any third party. The restrictions imposed by Clause 7.1 shall not apply to the disclosure of any information:- which now or hereafter comes into the public domain otherwise than as a result of a breach of a confidentiality obligation or which either Party can show was in its written records prior to responding, notify the Seller date of disclosure of the same by the other Party under this Agreement or which it receives from a third party independently entitled to disclose it; which is required by law or pursuant to the rules of the Electricity Supply Arbitration Association in England and Wales or pursuant to the rules or regulations of the Financial Services Authority to be disclosed to any person who is authorised by law or pursuant to the rules of the Electricity Supply Arbitration Association in England and Wales or pursuant to the rules or regulations of the Financial Services Authority to receive the same; which is required to be disclosed by the regulations of any recognised exchange upon which the share capital of the Party making the disclosure (or its parent undertaking) is or is proposed to be from time to time listed or dealt in, or is required to be disclosed by the Panel on Takeovers and Mergers; to a court, arbitrator or administrative tribunal in the course of proceedings before it to which the disclosing Party is a party; in accordance with the provisions of the Balancing and Settlement Code or pursuant to any Licence of the Party concerned; by either Party to any parent undertaking on a “need to know” basis only; to any authorised consultants, banks, financiers, insurers or professional advisers to the disclosing Party; by NGESO to any parent, subsidiary or fellow subsidiary undertaking; by the Generator to any of its Affiliates; or required or expressly permitted to be disclosed under the terms of any agreement or arrangement (including this Agreement, the Connection and Use of System Code, any Bilateral Agreement (and associated Construction Agreement), the Mandatory Services Agreement, the Grid Code, the Distribution Code and the Fuel Security Code (if any)) to which both the Parties have agreed to be bound. In this Clause 7, the words “parent undertaking”, “subsidiary undertaking” and “fellow subsidiary undertaking” shall have the meanings as provided in sections 1161 and 1162 of the Companies Act 2006. Before either Party discloses any information in any of the circumstances described in Sub-Clause 7.3(g) (other than to its authorised professional advisers), it shall notify the other Party of its intention to make such disclosure and procure the execution and delivery to that Party of an undertaking executed by the person to whom the disclosure is proposed response to be made being in the same terms mutatis mutandis as the undertakings contained in this Clause 7. Subject to Clause 7.7, no public announcement or statement regarding the signature, performance or termination of this Agreement shall be issued or made unless before it is issued or made both the Parties have been furnished with a copy of it and have approved it (such approval not to be unreasonably withheld or delayed). Neither Party shall be prohibited from issuing or making any such public announcement or statement if it is necessary to do so in order to comply with any applicable law or the regulations of any recognised stock exchange upon which the share capital of such Party is from time to time listed or dealt in. With respect to the same. The Buyer will give consideration information referred to any reasonable representations in Clause 7.1, both Parties shall ensure that:- such information is disseminated within their respective organisations on a “need to know” basis only; employees, directors, agents, consultants and professional advisers who are in receipt of such information are made by fully aware of the Seller Party’s obligations of confidence in relation thereto; and any copies of such information, whether in hard copy or computerised form, will clearly identify the information as confidential. Notwithstanding any other provision of this Agreement, the provisions of this Clause 7 shall continue to the proposed response before submitting the samebind a person after termination of this Agreement in whole or in part, provided always that it is agreed that the ultimate form for whatever reason. ANTI-BRIBERY In respect of response is the sole responsible this Agreement, each Party shall: comply with all Anti-Bribery Laws; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Buyer Bribery Act if such activity, practice or conduct had been carried out in the UK; have and at shall maintain in place throughout the Service Term its complete discretion.]10own policies and procedures, including Adequate Procedures to ensure compliance with the Anti-Bribery Laws, and this Sub-Clause 8.1, and will enforce them where appropriate; and procure and ensure that all of its Associated Persons and/or other persons who are performing services and/or providing goods in connection with this Agreement comply with this Sub-Clause 8.1.

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes Employee acknowledges that, as a result of his/her employment, he/she has had access to Confidential Information. Without prejudice to his common law duties, the BuyerEmployee 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, and company or other organisation whatsoever. The restrictions in clause 11.111.2 do not apply to any Confidential Information which is in or comes into the Buyer undertakes to public domain other than through the Seller, save as otherwise provided in this Clause 10, to keep confidential Employee's unauthorised disclosure. [The Company will make an announcement on [the terms Termination Date OR signature of this agreement] in the form set out in Error: Reference source not found3 and neither party will make any statement to third parties which is inconsistent with that announcement.] Nothing in this clause 11 shall prevent the Employee from making a protected disclosure under section 43A of the Employment Rights Act 1996 and nothing in this clause 11 shall prevent the Company from making such disclosure as it is required by law to make. [RESTRICTIVE COVENANTS [Notwithstanding clause 17.3, the Employee acknowledges that the post-termination restrictions in clause [NUMBER] of his contract with the 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 Buyer may disclose Employee agrees to be bound by the existence 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 signed by the Employee and receipt by the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; to the extent that the disclosure is required by law; and in the case of the Buyer, to: (i) its auditors, (ii) any Government or regulatory authority having jurisdiction over it (including by way Company of a funding agreement); and (iii) Arts Council England. No announcementletter from the Adviser as set out in Schedule 1, or other publicity in connection with the subject matter of this agreement shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer whichever is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the samelater. The Buyer will give consideration to any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer Company shall deduct income tax and at its complete discretion.]10National Insurance contributions from this sum.]]

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes Employee acknowledges that, as a result of his employment as [POSITION], he has had access to Confidential Information. Without prejudice to his common law duties, 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 clause 18.1 do not apply to any Confidential Information which is in or comes into the public domain other than through the Employee's unauthorised disclosure. [Save to the Buyerextent 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 Buyer undertakes to the Seller, save as otherwise provided in this Clause 10, Company confirm that they have kept and agree to keep confidential the terms of this agreement. The Buyer may disclose the existence and terms of this agreement and the amount circumstances concerning the termination of the Consideration and Employee's employment confidential, except where such disclosure is to HM Revenue & Customs, required by law or (where necessary or appropriate) to: the Option Period (but no other term of Employee's spouse, civil partner or partner, immediate family or legal or professional advisers, provided that they agree to keep the agreement including information confidential; or the identity of the Seller) to any potential donor or funder Employee's insurer for the purpose purposes of raising funding to enable it to exercise the Option and purchase the Worksprocessing a claim for loss of employment[. [Where OR ; or] [the relevant public bodyEmployee's recruitment consultant or prospective employer to the extent necessary to discuss his employment history.] has entered into this agreement, [the relevant public body] shall be entitled to 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.] [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 amount Company shall use reasonable endeavours to ensure that its employees and officers shall not make any adverse or derogatory comment about the Employee. The Employee shall not do anything which 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 do anything that shall, or may, bring the Employee into disrepute. Nothing in this clause 18 shall prevent the Employee from: making a protected disclosure under section 43A of the Consideration and Employment Rights Xxx 0000; making a disclosure to a regulator regarding any misconduct, wrongdoing or serious breach of regulatory requirements, or reporting a criminal offence to any law enforcement agency; or co-operating with any law enforcement agency regarding a criminal investigation or prosecution; Nothing in this clause 18 shall prevent the Option Period Company from making such disclosure as it is required by law to potential assignees 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 copy of this agreement who signed by the Employee and receipt by the Company of a letter from the Adviser as set out in Schedule 4, whichever is later. The Company shall in turn be entitled to disclose such information to any potential donor or funder.]9 Either deduct income tax and National Insurance contributions from this sum.] Entire agreement Each party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such on behalf of its professional advisersitself [and, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; to the extent that the disclosure is required by law; and in the case of the BuyerCompany, to: (i) its auditors, (ii) as agent for any Government or regulatory authority having jurisdiction over it (including by way of a funding agreement); Group Companies] acknowledges and (iii) Arts Council England. No announcement, or other publicity in connection agrees with the subject matter other party [(the Company acting on behalf of itself and as agent for each Group Company)] that: this agreement shall be made by constitutes the Seller at entire agreement between the parties [and any time Group Company] and supersedes and extinguishes all agreements, promises, assurances, warranties, representations and understandings between them whether written or shalloral, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Seller, such consent not to be unreasonably withheld or delayed) be permitted to make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to its subject matter; in entering into this agreement it willdoes not rely on[, prior 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 responding, notify the Seller of the same and of its proposed response to the same. The Buyer will give consideration to limit or exclude any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer and at its complete discretion.]10liability for fraud.

CONFIDENTIALITY AND ANNOUNCEMENTS. The (a) Seller undertakes to the Buyer, and the Buyer undertakes to the Seller, save as otherwise provided in this Clause 10, to shall keep confidential the terms of this agreement. The Buyer may disclose the existence of this agreement and the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) to any potential donor or funder for the purpose of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant non-public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall information in turn be entitled to disclose such information to any potential donor or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate the exercise of the Option, provided that the disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; possession to the extent relating to the Business; provided, however, that in no event shall Seller or any of its Affiliates be prohibited hereby from making any disclosure to the extent such disclosure is required by law; and in the case of the Buyer, to: (i) its auditorspursuant to legal process (by interrogatories, subpoena, civil investigative demand or similar process) or in connection with a Proceeding involving claims brought by a third-party (in which case Seller shall use commercially reasonable efforts to preserve the confidentiality of the non-public information disclosed), (ii) any Government pursuant to the assertion of Seller’s rights under or regulatory authority having jurisdiction over it (including by way of a funding agreement); in connection with this Agreement and the Ancillary Agreements, (iii) Arts Council England. No announcementpursuant to regulatory or supervisory process, examination, inquiry or request, and (iv) to the extent such disclosure is reasonably necessary for purposes of compliance by Seller or its Affiliates with Tax or regulatory reporting requirements or other publicity Applicable Law or in connection with the subject matter conduct of any business of Seller or its Affiliates, other than the Business, in the ordinary course. (b) From and after the Closing, the Confidentiality Agreement shall terminate and be of no force and effect with respect to any information relating to the Business. (c) Seller and Buyer shall consult with each other as to the form, substance and timing of any press release or other public disclosure related to this agreement Agreement or the Transactions and the party seeking to issue such a press release or make a public disclosure shall be made by obtain the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer other party’s consent prior to Completion the issuance, publication or (if earlier) the lapse of the Option. On Completion the Buyer (only) shall (with the consent of the Sellerdissemination thereof, such consent not to be unreasonably withheld withheld, conditioned or delayed) be permitted ; provided, however, that Seller may make any disclosure to Account Holders as it deems reasonably necessary in connection with the Transactions and either party may make a press announcement concerning the purchase of the Works in which the Consideration (but not the identity of the Seller) may be made public. In the event of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer is subject such disclosure to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the sameextent required by Applicable Law. The Buyer will give consideration to any reasonable representations made by the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form of response is the sole responsible of the Buyer and at its complete discretion.]10Section 5.3

CONFIDENTIALITY AND ANNOUNCEMENTS. The Seller undertakes to Receiving Party shall: treat all Confidential Information as confidential; maintain the Buyerconfidentiality of all Confidential Information in a prudent and business-like manner; not at any time divulge, and the Buyer undertakes to the Seller, save as otherwise provided in this Clause 10, to keep confidential the terms of this agreement. The Buyer may disclose the existence of this agreement and the amount of the Consideration and the Option Period (but no other term of the agreement including the identity of the Seller) or make known to any potential donor or funder person any Confidential Information which it receives from the Disclosing Party; and only use the Confidential Information for the purpose purposes of raising funding to enable it to exercise the Option and purchase the Works. [Where [the relevant public body] has entered into this agreement, [the relevant public body] shall be entitled to disclose the existence of this agreement and the amount of the Consideration and the Option Period to potential assignees of this agreement who shall in turn be entitled to disclose such information to any potential donor performing its obligations or funder.]9 Either party may disclose any information that it is otherwise required to keep confidential exercising its rights under this Clause 10: to such of its professional advisers, consultants and employees or officers as are reasonably necessary to advise on this agreement, or to facilitate Agreement. Nothing in clause 19.1 shall prevent the exercise of the Option, provided that the Receiving Party from disclosing party procures that the people to whom the information is disclosed keep it confidential as if they were that party; with the written consent of the other party; any Confidential Information to the extent that the such disclosure is required by law; and reasonably necessary for the purposes of this Agreement: to its professional advisors and, in the case of the BuyerInsurer, to: (i) its auditors, (ii) reinsurers and any Government or regulatory authority having jurisdiction over it (including by way claims handling organisation appointed to handle claims; to a member of its Group; where the Receiving Party is the Insurer and the Broker is a member of a funding agreement)network, to that network as the network requests PROVIDED THAT the Receiving Party shall impose upon such recipients obligations of confidentiality and non-use equivalent to those contained in clause 19.1 and take reasonable steps to enforce the same. Nothing in clause 19.1 shall prevent the Receiving Party from disclosing any Confidential Information: as may be required by the Regulatory Requirements provided that the Receiving Party gives the Disclosing Party reasonable prior written notice of such required disclosure as soon as is reasonably practicable; and (iii) Arts Council England. No announcement, or other publicity that is already in connection with the subject matter public domain otherwise than as a result of a breach of this agreement Agreement by the Receiving Party; that is already lawfully in the Receiving Party’s possession and not subject to any confidentiality provisions. Confidential Information of a member of the Insurer's or the Broker's Group company shall be made by the Seller at any time or shall, subject always to Clause 10.2, be made by the Buyer prior to Completion or (if earlier) the lapse deemed Confidential Information of the OptionInsurer or the Broker (as applicable) for the purposes of this clause 19. On Completion The Broker shall not, without the Buyer (only) shall (with the prior consent of the Seller, such consent not Insurer: publish any marketing literature which makes reference to be unreasonably withheld or delayed) be permitted the Insurer save where this has been supplied to make a press announcement concerning the purchase Broker by the Insurer; advertise on behalf of the Works in which the Consideration (but not the identity Insurer or undertake a financial promotion on behalf of the Seller) may be made publicInsurer except in a form approved by the Insurer; and include the Insurer Brand on websites and links except in a form approved by the Insurer. In The rights and obligations contained in this clause 19 are without prejudice to and shall in no way affect the event rights and obligations of the lapse of the Option, the Buyer shall be permitted to make a press announcement of the fact that it has failed to acquire the Works. [The parties acknowledge that the Buyer is subject to the Freedom of Information Act 2000 (FOIA) and the Environmental Information Regulations 2004 (EIRs) and agree that if Xxxxx receives any request under the FOIA or EIRs for information relating to this agreement it will, prior to responding, notify the Seller of the same and of its proposed response to the sameParties contained in clause 6.7 above. The Buyer will give consideration to any reasonable representations made by rights and obligations in this clause 19 shall survive the Seller in relation to the proposed response before submitting the same, provided always that it is agreed that the ultimate form termination of response is the sole responsible of the Buyer and at its complete discretion.]10this Agreement howsoever caused.