Project Bloom 

George’s Quay and George’s Court, Dublin 2 

Non-Disclosure Agreement

By accessing the marketing website and/or the data site for the sale of George’s Quay and George’s Court, Dublin 2 (which website and data site individually and collectively comprise the “Data Room” for the purpose of this agreement) you acknowledge and agree to the terms that appear below, and these terms govern your use of the Data Room on each and every occasion that the Data Room is accessed by you.

By clicking on the “Accept” button below, you acknowledge that you are a “Receiving Party” and acknowledge that you have read, understood, and agree to be bound by the above terms, both in your individual capacity and to the extent possible for and on behalf of the Receiving Party. We understand that the Receiving Party is interested in entering into discussions with the Disclosing Party concerning the sale of George’s Quay and George’s Court, Dublin 2 (the “Proposed Transaction”) (as defined below).

For that purpose the Disclosing Party is prepared to make available to the Receiving Party certain information relating to the assets the subject of the Proposed Transaction and other confidential information:

1. Definitions

In this Agreement unless the context otherwise requires:

1.1 “Agents” means the directors, officers, employees, consultants, agents, investors, auditors and professional advisors of each Party.

1.2 “Agreement” means this agreement.

1.3 “Confidential Information” means, minutes, circulars, memoranda, meeting notes, case materials, agreements, contracts, security documents, offer letters and other instruments / documents or any and all information or data relating to the Proposed Transaction and regarding the business and / or activities of the Disclosing Party and its respective group companies and affiliates as may from time to time be disclosed by or on behalf of the Disclosing Party to the Receiving Party or to which the Receiving Party may be provided access by the Disclosing Party on or after the date of this Agreement (including by way of providing access to a marketing website or data room, whether on-line or otherwise) and in whatever form, whether in writing or orally irrespective of the form of communication, whether marked confidential or not, including without limitation, presentations, letters, e-mails, facsimiles, reports, surveys other information or data, and any and all copies, analyses, compilations, methodologies, notes, studies, memoranda or other documents derived from, containing or reflecting such information prepared by the Receiving Party and / or its Agents (as defined below).  Confidential Information may include information received from third parties acting in co-operation with, or for, the Disclosing Party.

1.4 “Data Room Rules” means the rules issued by the Disclosing Party from time to time and at any time whether before or after the date of this Agreement governing access to and management of any marketing website and/or data room in respect of the Proposed Transaction, to which the Receiving Party is subject.

1.5 “Disclosing Party” means Hpref Ireland (George’s Quay and Court) DAC (Company No. 546248 ) of  32 Molesworth Street, Dublin 2 .  

1.6 “Party” means either of the Disclosing Party or the Receiving Party and together the “Parties” and each of them as appropriate and references to acts of the Disclosing Party includes acts of the Disclosing Party’s Agents.

2. Provision of information

2.1 The Receiving Party acknowledges that neither the Disclosing Party, its group companies or its affiliates,  nor their respective Agents, makes any representation, warranty, assurance, guarantee or other inducement of any kind to the Receiving Party or to any other person with respect to the Confidential Information or with respect to the accuracy or completeness of the Confidential Information or with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property or other third party rights  nor shall they have any liability to the Receiving Party in respect of the Confidential Information (unless otherwise agreed in writing after the date of this Agreement).

2.2 Nothing in this Agreement may be construed as compelling either Party to disclose any Confidential Information to the other or to enter into any further contractual relationships.  The Receiving Party acknowledges that the provision of Confidential Information will not constitute an offer by the Disclosing Party, nor will the Confidential Information or the disclosure thereof form the basis of any contract, nor a representation, which may be relied upon by the Receiving Party save as expressly agreed in writing between the Parties.

2.3 The Receiving Party acknowledges that the Disclosing Party shall have no obligation to update or correct any inaccuracy in the Confidential Information.

2.4 The Receiving Party acknowledges that they have provided the Disclosing Party with accurate and complete registration information and that it is their responsibility to update the Disclosing Party of any changes to that information (including their email address).

2.5 The Receiving Party acknowledges that access to the Data Room may be terminated at any time without notice.

3. Use

3.1 Whilst using the dataroom, Parties must: 

(a) take all reasonable steps to ensure that none of the Information is visible to, or capable of being viewed by, other persons;

(b) not leave their computer or other communications device through which they access the Data Room unattended whilst connected to the Data Room;

(c) ensure that they close their browser and log out when they have finished using the Data Room;

(d) not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way any Information contained on the Data Room;

(e) not attempt to download, scan, copy, print or otherwise capture any of the Information contained in the Data Room, except that Users may print Information for which the print capability has been enabled as indicated by the Data Room index and download any information for which the download capability has been enabled (if any);

(f) not attempt to disable the protection software associated with the Data Room; and 

(g) not share their Data Room password with anyone else.

4. Duty to maintain confidentiality

4. 1 The Receiving Party agrees that it will maintain all Confidential Information, in the strictest confidence, that the Confidential Information will be used by the Receiving Party exclusively for the purposes of the Proposed Transaction (including to assess whether and on what terms it wishes to participate in such transaction) and will not be disclosed to any third parties provided however that such parts (and only such parts) of the Confidential Information may be disclosed to its Agents who need to have such information for such purposes (it being hereby further agreed that the Receiving Party will inform such Agents of the confidential nature of such information and that the Receiving Party will procure that each of its Agents  to whom disclosure is made complies with the terms of this Agreement). In any event the Receiving Party shall be responsible for any breach of this Agreement by any of its Agents.

4.2 Subject to clause 3.1, clause 4 and clause 5, the Receiving Party will not without the Disclosing Party’s prior written consent process any Personal Data (as defined below) contained in the Confidential Information for its own purposes or pass files containing Personal Data to any third party for further processing by that third party or its agents.  The Receiving Party shall take all reasonable measures to protect the secrecy of the Confidential Information, and to avoid its disclosure and unauthorised use.  Without limiting the foregoing, the Receiving Party shall apply measures which are at least as stringent as it applies to protect its own confidential information and shall require its Agents who have access to the Confidential Information to protect the secrecy of the Confidential Information in the same manner which shall include maintaining the Confidential Information safe in a secure place at all times and properly protected against theft, damage, loss and unauthorised access (including, but not limited to, by electronic means).

4.3 The Receiving Party shall not make any copies of Confidential Information, except as may be necessary to carry out the Proposed Transaction (including to assess whether and on what terms it wishes to participate in such transaction).  If the Receiving Party does make copies, it must include on the copies all of the confidential and intellectual property notices (if applicable) of the Disclosing Party (and / or their respective group companies / affiliates) exactly as in the original and all copies or reproductions thereof shall be deemed to be the property of the Disclosing Party.

4.4 The Receiving Party shall not without the prior written consent of the Disclosing Party, disclose to any person or body either the fact that discussions or other work relating to the Proposed Transaction are taking place or any of the terms, conditions or other matters relative to the Proposed Transaction, including the status thereof and the existence and terms of this Agreement.

4.5 The Receiving Party acknowledges that some or all of the Confidential Information disclosed from time to time may be unpublished, price sensitive information and that the use of such information may be regulated or prohibited by application Legislation including security law relating to inside or dealing and market abuse and that the Receiving Party is aware of and warrants and undertakes and will comply at all times with all its obligations relating to such information under the law and regulations applicable to it and will not use at any time any Confidential Information for an unlawful purpose.

5. Data protection

5.1 For the purposes of this Agreement, “DPA” shall mean the Irish Data Protection Acts 1988 to 2018 and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (the “GDPR”) as may be amended, re-enacted or re-instated from time to time and any implementing legislation.

5.2 The Parties agree that to the extent that the Confidential Information provided to the Receiving Party comprises any Personal Data (as defined under the DPA), any such Personal Data which the Disclosing Party supplies or discloses to the Receiving Party pursuant to this Agreement and / or otherwise as part of the Proposed Transaction, shall be treated as set out below.

5.3 The Receiving Party confirms that it has appropriate technical and organisational measures to protect against unauthorised access to, or accidental or unauthorised destruction, loss, alteration or disclosure of any Personal Data contained in the Confidential Information.

5.4 The Personal Data shall remain at all times the property of and in the ownership of the Disclosing Party and the Receiving Party shall have no rights whatsoever in respect thereof.

5.5 The Receiving Party warrants and undertakes that it shall:

(a) comply with the DPA and all other data protection laws and guidance including (without limitation) applicable laws relating to accessing, use and onward disclosure, distribution, exporting, archiving, maintenance and storage of Personal Data and with the terms of this Agreement and process the Personal Data only to the extent strictly necessary in connection with the Proposed Transaction and in accordance with the Disclosing Party’s instructions from time to time;

(b) report any incident which gives rise to a risk of unauthorised disclosure, loss, destruction or alteration of the Personal Data to the Disclosing Party immediately upon becoming aware of such an incident and advise the Disclosing Party of the steps that it intends to take to remedy that incident and shall keep the Disclosing Party informed as to the progress and completion of those steps;

(c) not copy, reproduce or reduce to writing any part of the Personal Data except as may be reasonably necessary for the purposes set out in this Agreement and that any such copies or reductions to writing shall be the property of the Disclosing Party;

(d) ensure that only such of its directors, employees, investors, contractors and agents or its Agents who may be strictly necessary to assist the Receiving Party in connection with the Proposed Transaction shall have access to the Personal Data;

(e) not disclose the Personal Data to a third party in any circumstances other than at the specific request of the Disclosing Party or as otherwise specified in this Agreement;

(f) notify the Disclosing Party immediately upon receiving any notice or communication from any supervisory or government body which relates directly or indirectly to the processing of the Personal Data; and

(g) other than transfers of Personal Data to the Disclosing Party or to other third parties specified by the Disclosing Party, shall not under any circumstances transfer the Personal Data outside the European Economic Area unless authorised in writing to do so by the Disclosing Party.

5.6 Upon expiry or termination of this Agreement or earlier on receipt of a written request from the Disclosing Party, the Receiving Party shall promptly return or destroy (to the extent reasonably technically possible) all Personal Data disclosed to it by the Disclosing Party including any copies, notes or other materials containing such Personal Data and the Receiving Party shall if so requested by the Disclosing Party, certify to the Disclosing Party that it has complied with this clause 4.

6. Exceptions

6.1 The obligations to maintain information confidential in clause 3 shall not apply where the Receiving Party can demonstrate that the Confidential Information:

(a) is in the public domain otherwise than as a result of a breach of this Agreement; or

(b) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party or is subsequently obtained by the Receiving Party or its Agents and received from a source (other than directly or indirectly from the Disclosing Party) permitted to disclose the same free from confidentiality restrictions, or is otherwise lawfully in the possession of the Receiving Party otherwise than as a result of a breach of this Agreement, as evidenced by the written records of the Receiving Party and / or its Agents; or

(c) is approved for disclosure pursuant to the prior written consent of the Disclosing Party; or

(d) is required to be disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or requested by a competent regulatory body, or authority provided that the Receiving Party, to the extent legally possible, gives written notice to the Disclosing Party once it becomes aware that it may become so compelled, and makes all reasonable efforts to protect the Confidential Information in connection with the disclosure and such disclosure shall be limited to the minimum amount of Confidential Information required to satisfy that disclosure obligation. The Receiving Party shall take such steps as the Disclosing Party may reasonably require to prevent such disclosure and will to the extent legally possible, keep the Disclosing Party promptly and fully informed of all developments relating to any such potential disclosure.

6.2 For the avoidance of doubt, Confidential Information shall not be deemed to be in the public domain merely because it is known to a limited number of third parties having experience in the relevant field.  In addition, any combination of elements of the Confidential Information shall not be deemed to be within the foregoing exceptions merely because individual elements of the Confidential Information are in the public domain but only if the combination is in the public domain.  Further, if a portion (but not all) of the Confidential Information falls within any one of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the restrictions of this Agreement.

7. No right or title

The Receiving Party acknowledges that the Confidential Information and whatever patent, copyright or other intellectual property rights of whatever nature attaching thereto are and remain the property of the Disclosing Party and neither it nor its agents shall acquire by implication or otherwise any right in or title to or licence in respect of any Confidential Information by virtue of any disclosure made pursuant to this Agreement.

8. Redelivery / destruction of confidential information

8.1 The Receiving Party acknowledges and agrees that it will promptly (and at least within 10 Working Days of request) return to the Disclosing Party or destroy (to the extent reasonably technically practicable) all of the Confidential Information on receipt of a written request from the Disclosing Party, save that the Receiving Party may retain such copies (including any automatically generated back-up electronic copies) of the Confidential Information solely for the purposes of and, for so long as required by, any law, court, banking, taxation or other regulatory agency or authority.  Any copies or portion of any written Confidential Information not so returned or destroyed will be held by the Receiving Party subject to the terms of this Agreement.

8.2 The destruction of Confidential Information and copies, extracts or other reproductions thereof and documents, memoranda, notes, and other writings to the extent that they contain Confidential Information shall, upon the Disclosing Party’s written request, be confirmed in writing to the Disclosing Party by an authorised officer of the Receiving Party supervising such destruction.

9. Term

The provisions of this Agreement impose immediately binding legal obligations on the Parties.  This Agreement and the confidentiality, non-disclosure and non-use restrictions provided herein shall remain in effect for a period of one year from the date hereof notwithstanding any decision by either or both of the Parties not to proceed with any possible transaction between the Parties and notwithstanding any return or destruction of the Confidential Information.

10. Notice of breach

If the Receiving Party becomes aware that it or its Agent has disclosed any Confidential Information, in breach of this Agreement, the Receiving Party shall, to the extent permitted by law and regulation, promptly notify the Disclosing Party of the disclosure and shall give all commercially reasonable assistance in connection with any proceedings which the Disclosing Party may institute in respect of any such breach against any of the persons the subject of this Agreement.

11. Damages

The Receiving Party acknowledges and agrees that, in the event of a breach by it of this Agreement, damages may not be a sufficient remedy for the Disclosing Party.  Accordingly, in addition to other remedies, the Disclosing Party shall have the right to seek injunctive relief and specific performance of the Receiving Party’s obligations.  Any such remedy shall not be deemed to be exclusive or all-inclusive and shall be in addition to any and all other remedies which may be available to the Parties at law or in equity.

12. Announcements

The Receiving Party will not make, or permit or procure to be made or solicit or assist any other person to make, any announcement or disclosure of the Proposed Transaction without the prior written consent of the Disclosing Party (which may be given, if at all, on such terms as the Disclosing Party considers appropriate). If the Receiving Party should agree to proceed with the Proposed Transaction, no announcement of the transaction will be made except by prior agreement with the Disclosing Party, provided that nothing in this paragraph shall prohibit any announcement required by law or the rules of any regulatory organisation to which the Receiving Party is subject or submits, in which case the Receiving Party shall comply with the provisions of paragraph 5.1(d).

13. Employees

The Receiving Party will not contact any employees, directors or officers of the Disclosing Party in respect of the Proposed Transaction without obtaining prior written consent of the Disclosing Party to do so.

14. Principal

The Receiving Party confirms that it is acting in this matter as principal, and not as agent or broker for any other person.  The Receiving Party also confirms that it will be responsible for any costs incurred by it or its Agents in pursuing this matter.

15. Notices

Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant Party or sent by pre-paid registered post to the address of that party specified in this Agreement or such other address or number as may be notified hereunder by that party from time to time for this purpose and will be effective notwithstanding any change of address not so notified.  Unless the contrary is proved, each such notice or communication will be deemed to have been given or made and delivered, if by post 48 hours after posting, if by delivery when left at the relevant address.

16. Procedure

The Receiving Party understands and agrees that the procedure for the evaluation of Confidential Information and any negotiations in relation to the Proposed Transaction may be changed or terminated at any time and without notice by the Disclosing Party, and the Receiving Party  agrees that the Disclosing Party will be under no obligation to recommend any offer or proposal (whether or not any such offer or proposal is the most favourable offer or proposal received) which may be made by the Receiving Party or on its behalf in the course of any negotiations.

The Receiving Party is responsible for all use of the dataroom using their user account and for preventing unauthorised use of their user account. 

17. Data Room Rules

It will be a condition of gaining access to the marketing website and/or the electronic data room for the Proposed Transaction that the Receiving Party and its Agents accept and comply with the Data Room Rules.  The Receiving Party undertakes to comply with such Data Room Rules including without limitation any restrictions on copying and/or printing.

18. No waiver of rights

It is further understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

19. No partnership

It is understood that this Agreement constitutes a confidentiality and non-disclosure agreement only.  It shall not be construed as giving effect to or otherwise implying a teaming, joint venture, partnership, agency or other such arrangement and neither Party shall be committed to the other Party in any way (save as set out in this Agreement) or obliged to enter into any transaction unless and until a further formal agreement is duly executed and deliver and neither Party is obligated in any way to enter into such agreement.   Nothing in this Agreement shall grant to any of the Parties the right to make commitments of any kind on behalf of the other Party without the prior written consent of the other Party.

20. Representations

Each of the Parties represents that it has full power and authority to enter into and deliver this Agreement in the manner in which it does so and to comply with the provisions of, and perform all its obligations and exercise all of its rights under this Agreement. To the extent that this Agreement is entered into by an authorised signatory, that party confirms by clicking on the “Accept” button below, that it has full authority to bind the relevant Party to this Agreement.

21. Variation

This Agreement may not be supplemented, amended, varied and modified in any manner except in writing and signed by a duly authorised officer or representative of each of the Parties hereto.

22. Entire agreement

This Agreement expresses the entire agreement and understanding of the Parties with respect to the subject matter hereof (with the exception of the Data Room Rules) and supersedes all prior agreements and understandings.

23. Counterparts

This Agreement may be executed by the Parties on separate counterparts and, if so executed, will be as if all counterparts were on a single copy of this Agreement and any Party may enter this Agreement by executing a counterpart.

24. Joint and Several

If the Receiving Party comprises more than one person, the commitments herein are made on behalf of all such persons and the liability arising in this Agreement is joint and several amongst these persons.

25. No assignment

Neither Party may assign or transfer this Agreement in whole or in part without the prior written consent of the other Party.  Any purported assignment in violation of the foregoing shall be null and void.  Any assignment will not relieve the assigning Party of its obligations of confidentiality under this Agreement.

26. Severability

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

27. Governing law and jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in all respects in accordance with the laws of Ireland and the Parties hereby agree to submit to the exclusive jurisdiction of the courts of Ireland.

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Data Room Rules

Sale of George’s Quay & George’s Court

  __________________________________________

DATA ROOM RULES

IN ACCESSING AND USING THE DATA ROOM (WHICH TERM INCLUDES ANY MARKETING WEBSITE), YOU ACCEPT THE DATA ROOM RULES SET OUT BELOW:

1. Use of the Data Room

1.1 Definitions

(a) “Agents” means the directors, officers, consultants, employees, agents, auditors and professional advisors of each Party.

(b) “Disclosing Party” means Hpref Ireland (George’s Quay and Court) DAC (Company No. 546248 ) of  32 Molesworth Street, Dublin 2 

(c) “Party” means either of the Disclosing Party or the Receiving Party and together the “Parties” and each of them as appropriate and references to acts of the Disclosing Party includes acts of the Disclosing Party’s Agents.

(d) “Receiving Party” means those who have been granted access to the Data Room.

1.2 These rules (the “Rules”) govern the use of the marketing website and the data room (which website and data room individually and collectively comprise the “Data Room” for the purpose of these rules) provided by or on behalf of the Disclosing Party to the Receiving Party and its Agents (each a “Permitted User”) in relation to the sale of commercial units in the Pavilions.

1.3 The Disclosing Party may amend these Rules at any time and provide reasonable notice to Disclosing Party of such amendments. In consideration of access to and the use of the Data Room, each Permitted User agrees to be bound by the Rules. The Rules apply to each and every occasion on which the Data Room is accessed by a Permitted User.

1.4 Permitted Users shall only be granted access to the Data Room with the prior consent of the Disclosing Party and such consent may be withdrawn at any time on immediate notice. To procure access to the Data Room for any other person(s), details of those persons must be provided in advance to the Disclosing Party’s Agents.  The list must specify:

(a) each person’s full name and employer;

(b) the name of the party he or she represents;

(c) the relevant office telephone number for each person; and

(d) the relevant email address for each person.

1.5 The Disclosing Party reserves the right, in its absolute discretion, to refuse, or to withdraw, access to the Data Room to any person at any time.

2. Confidentiality

Permitted Users are reminded that all the documents and information viewed when accessing and using the Data Room are subject to the provisions of the Non-Disclosure Agreement (the “Non-Disclosure Agreement”) which has been accepted by the Receiving Party. Permitted Users are deemed to have seen and to be aware of all of the provisions of such Non-Disclosure Agreement, and will be bound by such provisions. Without prejudice to the Non-Disclosure Agreement, Permitted Users agree to maintain the documents and information contained in the Data Room (together, the “Data Room Information”) in confidence and will not disclose any of the Data Room Information except as expressly permitted by the Non-Disclosure Agreement.  Permitted Users confirm that they, and shall ensure that their advisers, employees and each other person who reports to them:

2.1 are aware of the obligations imposed in the Non-Disclosure Agreement; and

2.2 shall comply with the terms of the Non-Disclosure Agreement as if they were party thereto

3. No Warranty

3.1 Permitted Users agree and acknowledge that the Data Room Information has been prepared to assist it in making its own evaluation of a prospective transaction with the Disclosing Party  and that none of the Disclosing Party, its holding companies and subsidiary companies (as defined by Section 8 of the Companies Act 2014) together with any company which is for the time being directly or indirectly controlled by that party or any of its holding companies or subsidiary companies, or any direct or indirect shareholders of the Disclosing Party  (the “Seller’s Group”), (nor any of their respective directors, officers, partners, employees, agents or professional advisers) represent, warrant or make any other assurance in relation to the Data Room Information that the Data Room contains all documents or information that may be desirable or required in order to properly evaluate the proposed transaction.

3.2 Permitted Users agree and acknowledge that none of the Disclosing Party, any member of the Disclosing Party’s Group or their Agents are making any representations, warranties or any other assurances, express or implied, as to the accuracy, completeness or currency of the Data Room Information, and that none of them will have any liability whatsoever with respect to any use or reliance upon any of the Data Room Information. In particular, none of the Disclosing Party , any member of the Disclosing Party ‘s Group or their Agents:

(a) make any representation or warranty, express or implied, as to the accuracy, completeness or currency of the Data Room Information or any oral or other communication in connection with that information; or

(b) shall have any liability whatsoever to any person resulting from the use or reliance by any person of any of the Data Room Information or any oral or other communication in connection therewith.

4. Compliance

4.1 In addition to these Rules, Permitted Users must comply with all applicable laws and regulations in accessing the Data Room and using the Data Room Information. In particular, Permitted Users must not introduce any computer virus, “Trojan horse”, “worm”, destructive or harmful code or component, or any other code or component whatsoever to the Data Room or the systems on which the Data Room is held.

4.2 Permitted Users should also refer to any legal notices or terms and conditions sections of any other website to which access is provided for the purposes of conducting due diligence. In using the Data Room, Permitted Users accept and will be bound by such additional rules, terms and conditions as they appear on the relevant website from time to time.

4.3 Permitted Users must not post any information or materials into the Data Room, or create links from the Data Room to any information or material that does or may infringe any third party’s intellectual property rights.

4.4 If access is gained by a Permitted User to an area of the Data Room that it knows or suspects it does not have access to or a Permitted User reads a document or information which it knows or suspects that it does not have access to, it must immediately exit such area and, if applicable, erase all copies of any such document or information, and inform the Disclosing Party’s Agents or forthwith of such unauthorised access. Permitted Users must not divulge the fact of the disclosure nor the information gained therein to any other person or organisation other than the Disclosing Party.

5. Security Precautions

5.1 Each Permitted User may only use the User ID and password which has been allocated to it individually. Permitted Users may not disclose, or permit others to use, its User ID or password.

5.2 The Data Room must not be accessed from an internet café or other place where the public has access and should only be accessed from an environment with appropriately limited access.

5.3 When a Permitted User leaves (even for a short time) a computer or other communications devise being used to access the Data Room, that computer or devise should be locked using a password which is known or accessible only to the Permitted User and the relevant internal IT support department.

5.4 Permitted Users must hold any documents containing information derived from the Data Room or the Data Room Information securely and, if documents are sent by email, they must be protected by a password (to be sent under separate cover).

5.5 Subject to the provisions of paragraph 6.1, documents in the Data Room may not be copied in any manner whatsoever, either partially or in their entirety, whether into any due diligence report or otherwise, without the prior written and specific consent of the Disclosing Party. 

5.6 Permitted User must take all reasonable steps to ensure that none of the Data Room Information that it is accessing is visible to, or capable of being overlooked by, other persons.

5.7 Permitted Users must not erase, deface, modify, vary (including varying the sequence of), damage, destroy or otherwise alter or eradicate the Data Room Information in any way.

5.8 At the end of each session accessing the Data Room, Permitted Users must close down the browser window.

6. Security Requirements

6.1 Permitted Users may not attempt to download, scan, copy, print or otherwise capture any of the Data Room Information, unless specifically authorised by the Disclosing Party, except that it may print Data Room Information for which the print capability has been enabled. Permitted Users may not attempt to circumvent any of the security features of the site, and may not enable or allow others to access the site using its or their authorisation to the site.

6.2 To the extent that Permitted Users have been granted permission to print Data Room Information, when a document in the Data Room has been reviewed, any copies must, without prejudice to the terms of the Non-Disclosure Agreement be destroyed. Permitted Users must also take all steps specified by or on behalf of the Disclosing Party to erase (to the extent reasonably technically possible) any copies of Data Room Information which may have been made on the IT systems which its organisation is using. At the request of or on behalf of the Disclosing Party or its Agents, Permitted Users shall provide signed written confirmation that it and its organisation have complied with this paragraph.

7. Updating the Data Room

Further documents may be added to the Data Room and existing documents on the Data Room can be updated at any time. It is the Permitted Users’ responsibility to check for any such updates. The Disclosing Party is under no obligation to provide any additional information or documents or to update or correct any inaccuracies in the Data Room Information.

8. Requests for Further Information and Questions

Should a Permitted User have any questions concerning the Data Room or arising from a review of the Data Room, they should be submitted in writing to the Disclosing Party’s Agent. Neither the Disclosing Party nor its Agents is under any obligation to respond to such question or information request but, for the avoidance of doubt, where any response is provided no warranty, representations or other assurances, whether expressed or implied, shall be given or deemed to be given in respect of such a response or the subject matter of such response.

9. Provision of the Data Room

The Data Room is intended to be available 24 hours a day, 7 days a week, from 3 February 2016 except for specific scheduled weekly downtime periods during which the Data Room will be shut down for the purposes of system upgrades, maintenance, and backup procedures plus other times as are required for software upgrades and network maintenance which times will insofar as is reasonably practicable be provided to Permitted Users on advance notice. It is not envisaged that the Data Room will require any other downtime, although this cannot be guaranteed. However, no liability shall attach to the Disclosing Party or its Agents in respect of any downtime, or its consequences whether or not outside the anticipated downloads.

The Disclosing Party may withdraw the Data Room at any time with reasonable notice to Disclosing Party. No assurance is given that the Data Room will be available at any particular time or that any information can be accessed in any format, at any download rate or at all. The Disclosing Party may in its discretion provide alternative means for accessing the Data Room information.

10. Acceptance

By accessing the Data Room you acknowledge that you have read, understood and agree to be bound by the above terms and conditions.