Specialised civil labour services to the rail sector

AGREEMENT TO KEEP INFORMATION PROVIDED BY ASCEND CONFIDENTIAL

WHEREBY IT IS AGREED

The Vendor and the Broker are disclosing to the Prospective Purchaser (or to their advisor) confidential information including the identity of the business.

The enquiring party (“the RECIPIENT”) , in consideration of ASCEND disclosing to the RECIPIENT relevant information and financial details relating to a certain business or businesses belonging to a third party (“the OWNER”) in recognition of the proprietary nature of that information and those details, the RECIPIENT hereby agrees:

1. That everything which ASCEND and/or the OWNER discloses, and which is properly capable of being regarded as the proprietary information of ASCEND and/or the OWNER, regardless of the form of disclosure, will be treated in confidence by the RECIPIENT, its partners and/or its employees, and any associated or proprietary companies, and will not be used by the RECIPIENT, its partners and/or its employees or other associated proprietary companies for any purpose other than:-
   1. conducting an evaluation and determining the RECIPIENT’S interest in entering into an agreement exclusively through ASCEND to purchase the whole or portion of the Business; and
   2. such other purposes as may be contained in any formal written agreement that may be entered into between the RECIPIENT and ASCEND or the OWNER.
2. That all confidential information provided to the RECIPIENT is given to ASCEND by the OWNER or created from that information and passed on in good faith. ASCEND cannot guarantee its accuracy. Neither ASCEND nor the OWNER is responsible for any inaccurate or incorrect information provided to the RECIPIENT and the RECIPIENT has been advised and agrees that it is necessary to independently verify the information before relying on it for any purpose.
3. That disclosures of all information and details shall be limited to only those professional advisers or partners of the RECIPIENT who are reasonably required to be in possession of said information and details.
4. To immediately return to ASCEND all such information and other details in written form, including any drawings and any copies made of written information and drawings or notes, summaries or extracts thereof  when requested by ASCEND.
5. The RECIPIENT will respect that all negotiations will be conducted with ASCEND directly and agrees not to make contact with the OWNER, it’s staff and/or any other person associated with the business without prior consultation or agreement with ASCEND.
6. The fact that the business is being offered for sale will be treated in strict confidence by the RECIPIENT, its partners, its employees and/or its professional advisers, and any associated or proprietary companies, and will not be revealed by the RECIPIENT, its partners, its employees, its professional advisers and/or any associated or proprietary companies to any third party or parties.
7. The RECIPIENT shall obtain no rights of any kind to any of the information provided by ASCEND other than for the specific purpose stated in this agreement.
8. The RECIPIENT will not knowingly utilise any material made available to improve, construct or change another business, in such a way as to allow that business to compete with the business.
9. The RECIPIENT understands that the information has been compiled by ASCEND from details provided by the OWNER. The RECIPIENT is aware that it is not intended that any budgets or projections or any other information provided is to be treated as a representation, warranty or promise by ASCEND or it’s representatives, or the OWNER as to the correctness of the information, or that all relevant information available is contained in the information provided.
10. The RECIPIENT acknowledges and agrees it will not act on the information provided without first seeking independent financial and legal advice.
11. The RECIPIENT hereby agrees, upon receipt of the information provided to immediately declare any beneficial interest in any business that could be interpreted as being in competition with the business.
12. The RECIPIENT agrees that this agreement remains effective and binding for a period of 2 years from the date of signing.
13. The RECIPIENT agrees the digital signing of this agreement is binding as would a written signature.