Common use of Confidentiality Undertakings Clause in Contracts

Confidentiality Undertakings. 2.1 The Buyer undertakes to the Sellers that it shall (and shall procure that each member of its Group shall): 2.1.1 keep the Confidential Information secret and confidential and shall take all necessary steps to preserve its confidentiality; 2.1.2 not disclose or make available any Confidential Information to any person, except as permitted by this Agreement; and 2.1.3 not use or exploit the Confidential Information in any way, except for the Permitted Purpose. 2.2 The Buyer shall only make such Copies as are strictly necessary for the Permitted Purpose and shall: 2.2.1 clearly xxxx all Copies as confidential; 2.2.2 ensure that all Copies can be separately identified from its own information; and 2.2.3 ensure that all Copies within its control are protected against theft or unauthorised access. 2.3 At the written request of the Sellers, the Buyer shall promptly: 2.3.1 destroy or return to the Sellers all documents and materials containing, reflecting, incorporating, or based on any Confidential Information; 2.3.2 erase all Confidential Information from its computer and communications systems and devices used by it (or any members of its Group), including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and 2.3.3 certify in writing to the Sellers that it has complied with its obligations under this clause. 2.4 The undertakings and obligations in this Agreement do not apply to any Confidential Information: 2.4.1 that is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed in breach of this Agreement; 2.4.2 that was available to the Buyer on a non-confidential basis before it was disclosed by the Sellers or their Representatives; 2.4.3 that becomes available to the Buyer on a non-confidential basis from a person who was not bound by a confidentiality agreement with the Sellers (or any other member of its Group) or otherwise prohibited from disclosing the information to the Buyer; or 2.4.4 where the Sellers agree in writing that such information is not Confidential Information, or that it may be disclosed (subject to any limitations or other terms specified by the Sellers regarding the method or recipient or such disclosure).

Confidentiality Undertakings. 2.1 The Buyer undertakes In consideration of the Information being supplied by the Disclosing Party, the Receiving Party will, subject to the Sellers that it shall (paragraphs 3 and shall procure that each member of its Group shall):14: 2.1.1 keep use the Confidential Information secret solely for the purpose of evaluating, negotiating, implementing and/or facilitating the Proposed Transaction and not for any other purpose; 2.1.2 treat the Information as being strictly private and confidential and shall take all reasonable precautions necessary steps to preserve maintain its confidentialitystatus as such; 2.1.2 2.1.3 to the extent applicable, treat the Information that is 'personal data' (as defined by the DP Laws) at all times in accordance with the DP Laws; 2.1.4 without prejudice to paragraphs 2.2 and 2.3, not disclose or make available any Confidential the Information to anyone other than those of its Connected Persons who, in the Disclosing Party's reasonable opinion, need to know the Information for the purposes of the Proposed Transaction, in each case in confidence and only to the extent necessary for the Proposed Transaction; 2.1.5 ensure that each of its Recipients and its Connected Persons: (i) is made aware of the Receiving Party's obligations of confidence under this letter; and (ii) is directed to comply with such obligations as if such Recipient or Connected Person had itself signed this letter and agreed to its terms (save to the extent that any personsuch Recipient or Connected Person enters into a confidentiality agreement directly with the Disclosing Party); 2.1.6 not make any copies of the Information or reproduce it in any form except for the purpose of supplying the same to those to whom disclosure is permitted in accordance with this letter; 2.1.7 keep the Information and any copies of it secure by applying at least the same security measures against unauthorised or unlawful access as it applies to its own confidential information of a similar nature; 2.1.8 inform the Disclosing Party as soon as reasonably practicable if the Receiving Party becomes aware that the Information has been disclosed to or obtained by an unauthorised third party in breach of this letter or there has been any breach of DP Laws, except in each case, solely for the purpose of mitigating potential damages and not as permitted an admission of wrongdoing; 2.1.9 maintain a list (or ensure that lists are maintained) of the names of all persons who have received or have access to any Information on an entity level basis and excluding the Offeror’s Affiliates (to the extent required by this Agreementapplicable laws and regulations, and promptly on written request from the Disclosing Party, supply a copy of that list (or lists) to the Disclosing Party); and 2.1.3 not use or exploit 2.1.10 be responsible for any breach of the Confidential Information in applicable provisions of this letter by any way, except for of its Connected Persons (save to the Permitted Purposeextent that any Connected Person enters into a confidentiality agreement directly with the Disclosing Party). 2.2 The Buyer Offeror shall only make such Copies as are strictly necessary for not, and shall instruct its Connected Persons not to, without the Permitted Purpose and shall: 2.2.1 clearly xxxx all Copies as confidential; 2.2.2 ensure that all Copies can be separately identified from its own information; and 2.2.3 ensure that all Copies within its control are protected against theft or unauthorised access. 2.3 At the prior written request consent of the SellersCompany, disclose the Buyer shall promptly: 2.3.1 destroy or return to the Sellers all documents and materials containing, reflecting, incorporating, or based on any Confidential Information; 2.3.2 erase all Confidential Information from its computer and communications systems and devices used by it (or any members of its Group), including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and 2.3.3 certify in writing to the Sellers that it has complied with its obligations under this clause. 2.4 The undertakings and obligations in this Agreement do not apply to any Confidential Information: 2.4.1 that isbank, financial institution, fund or becomesfunding entity which the Offeror proposes or intends to approach, generally available speak to and/or involve in relation to equity and/or debt financing (including the public other than as a direct or indirect result financing of the information being disclosed Proposed Transaction) nor to any professional advisers or agents of any such bank, financial institution, fund or funding entity. The Offeror acknowledges that any such consent will be conditional upon the person in breach of this Agreement; 2.4.2 that was available to the Buyer on a non-confidential basis before it was disclosed by the Sellers or their Representatives; 2.4.3 that becomes available to the Buyer on a non-confidential basis from a person who was not bound by question entering into a confidentiality agreement with the Sellers (Company in terms reasonably acceptable to the Company. 2.3 The Offeror shall not, and shall instruct its Connected Persons acting specifically on its behalf not to, without the prior written consent of the Company contact or otherwise engage with, by whatever means, any person known to be a customer of or supplier to the Company, its Affiliates or any other member of its GroupGroup in connection with the Proposed Transaction otherwise than (i) in the ordinary course of the Offeror's or otherwise prohibited from disclosing the information its Connected Persons' business or (ii) when conducting market diligence, which may include contact with such persons, to the Buyer; orextent the Offeror does not disclose that the Company is pursuing a transaction. 2.4.4 where 2.4 The Offeror shall direct enquiries relating to the Sellers agree in writing that such information is not Confidential InformationInformation or the Proposed Transaction and requiring a response from the Company only to the Company's financial advisors Evercore Partners International LLP, or that it to its legal advisers DAC Beachcroft LLP, or such other representatives of the Company as the Company may subsequently notify to the Offeror. For the avoidance of doubt, subject to paragraph 3.5, neither the Offeror nor any of its Connected Persons is permitted to contact, either directly or indirectly, any director, officer, employee or shareholder of the Company to discuss, or with any enquiries relating to, the Information or the Proposed Transaction. The Company shall direct enquiries relating to the Information or the Proposed Transaction and requiring a response from the Offeror only to members of the deal team within the Offeror identified by the Offeror to the Company for this purpose, its financial advisers Rothschild & Co, its legal advisers Xxxxxxxx Xxxxxx, its commercial advisers Xxxxxx Xxxxxx, its financial and tax adviser EY, its impact & ESG advisers BSR or such other representatives of the Offeror as the Offeror may subsequently notify to the Company. 2.5 Any written consent or notification to be given by the Company pursuant to paragraphs 2.2 to 2.4 above may be disclosed given by email (subject to any limitations including by Evercore Partners International LLP where acting on behalf of the Company in connection with the giving of such consent or other terms specified by the Sellers regarding the method or recipient or such disclosurenotice). 2.6 In this letter the obligations in this paragraph 2 are referred to as the "Undertakings".

Confidentiality Undertakings. 2.1 The Buyer undertakes to the Sellers that it shall (Recipient shall, and shall procure that each member of its Group Associates, Representatives and Advisers shall): 2.1.1 keep , only use the Confidential Information secret and confidential and shall take all necessary steps to preserve its confidentiality; 2.1.2 not disclose or make available any Confidential Information to any person, except as permitted by this Agreement; and 2.1.3 not use or exploit the Confidential Information in any way, except for the Permitted Purposepurpose of the Proposal. 2.2 The Buyer shall only make such Copies as are strictly necessary for Subject to Clause 6, the Permitted Purpose and Recipient shall: 2.2.1 clearly xxxx keep and procure to be kept confidential the Proposal and all Copies as confidentialthe Confidential Information and will not in any circumstances disclose or solicit or permit the disclosure of the same to any third party other than its Associates, Representatives and Advisers; 2.2.2 ensure procure that all Copies can be separately identified from its own informationonly those persons directly involved in the consideration of the Proposal are given access to the Confidential Information or any part of it; and 2.2.3 ensure procure that each person to whom disclosure of any of the Confidential Information is made agrees to keep such Confidential Information confidential in accordance with the terms of this undertaking as if it were a party to it and the Recipient accepts responsibility for all Copies within its control are protected against theft or unauthorised accesssuch persons accordingly. 2.3 At the written request of the SellersSubject to Clause 6, the Buyer Recipient shall promptlynot, and shall procure that its Associates, Representatives and Advisers shall, not: 2.3.1 destroy make any announcement or return otherwise publicise or disclose the existence of the Proposal or any other arrangement with the Company which is connected with the Proposal or that the Recipient is (or has ceased to be) in discussions relating to the Sellers all documents and materials containing, reflecting, incorporating, or based on any Confidential InformationProposal; 2.3.2 erase all Confidential Information from its computer and communications systems and devices used by it (make any approach to, hold any discussions with, accept, engage or maintain contact with any of the Company’s Representatives or any members member of its Group)the Company’s Group other than an Approved Representative or any other person, including such systems and data storage services provided by third parties (in each case where mention is made of the Proposal or it might be inferred that the Recipient might be interested in the Proposal or a similar transaction in relation to the extent technically and legally practicable)Company; and 2.3.3 certify in writing to visit or inspect any of the Sellers that it has complied with its obligations under this clauseproperties owned or occupied by any member of the Company’s Group without the prior written consent of an Approved Representative. 2.4 The undertakings and obligations in this Agreement do Recipient shall not apply seek to obtain any information relating to any Confidential Information: 2.4.1 that ismember of the Company’s Group or its business, for the purpose of evaluating the Proposal, from any customer, supplier, sub-contractor, officer, director, employee, agent or adviser of any member of the Company’s Group or any member of the Company’s Group, other than an Approved Representative, or becomesotherwise from such other persons without the prior written consent of an Approved Representative. 2.5 The Recipient shall ensure that all requests for additional information, generally available tours of the Company’s Group’s facilities or management meetings will be submitted or directed to an Approved Representative. 2.6 The Recipient will, and procure that its Associates, Representatives and Advisers, take all reasonable steps to keep the same confidential and exercise in relation to the public Confidential Information no lesser security measures and degree of care as it applies to its own confidential information and all documents and other than as a direct material reproducing or indirect result incorporating any of the information being Confidential Information will be kept separate from the Recipient’s own information. 2.7 The Recipient agrees that where any Personal Data is disclosed to the Recipient in breach relation to the Proposal, that Personal Data shall at all times be treated as Confidential Information and shall be subject to the terms of this Agreement; 2.4.2 that was available to . In addition the Buyer on a non-confidential basis before it was disclosed Recipient shall keep the Personal Data secure by the Sellers or their Representatives; 2.4.3 that becomes available to the Buyer on a non-confidential basis from a person who was not bound by a confidentiality agreement complying with the Sellers (or any other member integrity and confidentiality principle under the GDPR, as applicable and binding on the Recipient in respect of its Group) or otherwise prohibited from disclosing the information to the Buyer; or 2.4.4 where the Sellers agree in writing that such information is not Confidential Information, or that it may be disclosed (subject to any limitations or other terms specified by the Sellers regarding the method or recipient or such disclosure)Personal Data.

Confidentiality Undertakings. 2.1 The Buyer In consideration of the Parties signing and agreeing to the terms of this Agreement and agreeing to disclose Confidential Information, the Recipient undertakes to the Sellers that it shall (Discloser that, with respect to any and shall procure that each member all Confidential Information disclosed to the Recipient or to any person on behalf of its Group the Recipient by the Discloser or by any person on behalf of the Discloser, the Recipient shall):: 2.1.1 treat all Confidential Information completely and strictly confidential and keep it in safe and secure custody (as is appropriate depending upon the form in which such information is recorded and stored and the nature of the Confidential Information secret and confidential and shall take all necessary steps to preserve its confidentialityInformation); 2.1.2 not disclose disclose, copy, reproduce, publish or make available any distribute the Confidential Information (or any part thereof) to any person, except person save to the extent expressly permitted under this Agreement or otherwise authorised by the Discloser in writing; 2.1.3 respect the Discloser's proprietary rights in the Confidential Information and maintain the Confidential Information as permitted by this Agreementthe Discloser's property; 2.1.4 use the Confidential Information solely and exclusively for the Purpose; and 2.1.3 not 2.1.5 inform the other Party immediately upon becoming aware or suspecting any unauthorised access, copying, use or exploit the Confidential Information disclosure in any way, except for the Permitted Purposeform of Confidential Information. 2.2 The Buyer Clause 2.1 shall only make such Copies as are strictly necessary for the Permitted Purpose and shall: 2.2.1 clearly xxxx all Copies as confidential; 2.2.2 ensure that all Copies can be separately identified from its own information; and 2.2.3 ensure that all Copies within its control are protected against theft or unauthorised access. 2.3 At the written request of the Sellers, the Buyer shall promptly: 2.3.1 destroy or return to the Sellers all documents and materials containing, reflecting, incorporatingnot, or based on any Confidential Information; 2.3.2 erase all Confidential Information from its computer and communications systems and devices used by it (or any members of its Group)shall cease to, including such systems and data storage services provided by third parties (apply to the extent technically and legally practicable); and 2.3.3 certify in writing to the Sellers that it has complied with its obligations under this clause. 2.4 The undertakings and obligations in this Agreement do not apply to any Confidential Information: 2.4.1 that is, 2.2.1 is or becomes, becomes generally known or available to the public (other than as a direct or indirect result of the information being disclosed a disclosure in breach of this AgreementAgreement or any confidentiality undertaking given by any other person); 2.4.2 that was available 2.2.2 is already known to the Buyer on a non-confidential basis before it was disclosed Recipient prior to disclosure by the Sellers or their Representatives; 2.4.3 that becomes available to the Buyer on a non-confidential basis from a person who was not bound by a confidentiality agreement with the Sellers (Discloser or any other member person on behalf of its Group) the Discloser and such prior knowledge can be evidenced by the written records of the Recipient; 2.2.3 is or otherwise prohibited from disclosing the information becomes known to the BuyerRecipient by disclosure from a third party (other than where such disclosure is itself subject to an obligation of confidentiality); 2.2.4 is not required to be treated as Confidential Information, as expressly confirmed by the Discloser in writing; or 2.4.4 2.2.5 is required to be disclosed by any applicable law, governmental or regulatory authority, provided that the confidentiality obligations shall only be waived to the extent of the disclosure so required and provided further that where reasonably practicable and lawful, the Sellers agree Recipient shall: (a) promptly (and where reasonably practicable, in writing that advance) notify the Discloser of the required disclosure and upon the Discloser’s request, provide such information is not Confidential Information, or that it as may be disclosed (subject to any limitations or other terms specified reasonably required by the Sellers regarding Discloser to understand the method basis and implications of such required disclosure; and (b) upon the Discloser’s request, provide such co-operation as may be reasonable in the circumstances taking into account the basis, manner, scope and timing of such required disclosure to challenge the basis or recipient mitigate the implications of such required disclosure. 2.3 Each party shall be entitled to disclose Confidential Information to its professional advisors (including consultants) to the extent necessary to enable it to take advice with respect to the USC Theoretical Exercise and/or to enforce its rights or obligations under this Agreement. The Recipient shall procure that any such disclosure)professional advisor to whom Confidential Information is disclosed complies with the obligations of confidentiality and the terms and conditions of this Agreement as if such professional advisor were receiving such Confidential Information as a Recipient hereunder. 2.4 Nothing in this Agreement shall prevent BIS from sharing and/or reporting the learning gained by, and other outputs of the USC Theoretical Exercise, provided that all information is generic, anonymised and not specifically attributable to the Supplier so that confidentiality is maintained.