Ottercops Moss

Welcome to the online data room for the sale of Cold Ash Radio Tower site. Please enter the password in the box below. By doing so you hereby confirm your agreement to the following non-disclosure agreement to be able to enter the room and view the documents.

The information on this website is provided commercially in confidence and subject to the following confidentiality provisions:

All information within this website data-room is confidential (“The Confidential Information”) and is provided to you (“you”) by Cell:cm Ltd and The Esterling Partnership (collectively “we” “us”) for the purpose of providing information for the sale purchase of a radio tower site or sites owned by The Esterling Partnership together known as the “Project”.

In consideration for providing you with access to this on-line data room and the information therein relating to the Project you undertake with us together and individually with each of us on the following terms:-

1. Confidentiality Undertaking
1.1 Subject to paragraph 2, you will:
(a) treat the Confidential Information as secret and confidential;
(b) only disclose the Confidential Information to your professional advisers, valuers, funders, potential debt or equity providers, officers, representatives, employees and/or agents, who need to receive and consider the Confidential Information for the purposes of the Project (the Representatives);
(c) save for those persons and/or entities referred to in paragraph 1(b), not disclose the Confidential Information to any third party without our prior consent; and
(d) not use the Confidential Information for any purpose other than in relation to the Project.

1.2 Except as allowed by paragraph 2.2 or with our prior written approval, you shall also keep confidential and will not disclose or suffer or permit to be disclosed to any third parties other than the Representatives (i) the fact that you are considering the Project or (ii) the proposed terms or status of negotiations of the Project (the “Knowledge”).

1.3 Any person referred to in paragraph 1.1(b) and any other persons (including the Representatives) to whom Confidential information is given pursuant to these terms will first be informed by you of the confidential nature of the Confidential Information and the purpose for which it may be used and in the case of the Knowledge will first be placed under similar duties of confidentiality as you have to us under this undertaking and in either case you will be responsible for any breach of any of the obligations in this undertaking by the Representatives or such other persons.

2. Exceptions
2.1 Your obligations under this undertaking shall not apply to any Confidential Information which:
(a) was already in the public domain or was known to you or to the persons described at paragraph 1(b) above at the time of its disclosure to you by us; or
(b) comes into the public domain (other than by reason of a breach of the undertakings given pursuant to this letter); or is supplied to you by a third party who is not, so far as you are aware, in breach of any duty of confidentiality owed to us.

2.2 You will be entitled to disclose any Confidential Information and/or the Knowledge described in paragraph 1.2 if and to the extent that you are required or requested to do so by any law or by any stock exchange or court or regulatory agency or authority in any jurisdiction and you will, if practicable and if you are permitted to do so by law and regulation, provide us with prompt notice of any such request or requirement.

3. Returning or destroying Confidential Information
3.1 You will, following receipt of a written request from us at any time and in any case no later than the dates in 5.1 below:
(a) return to us or destroy all documents and all other materials containing or reflecting any Confidential Information, together with any copies, which are in your possession or that of any of the Representatives and which are in a form capable of delivery or destruction; and
(b) expunge all Confidential Information from any computer or electronic device into which it was programmed by you or by any of the Representatives, provided that you will be permitted to retain for use for the following purposes only:
(c) any Confidential Information that may be required for the purposes of defending or maintaining any litigation (including any administrative proceedings) relating to these terms or the Project; and
(d) copies of the Confidential Information for the purposes of any law, internal policy, stock xchange or court or regulatory agency or authority; and
(e) copies of any computer records and files containing or reflecting any Confidential Information which have been created pursuant to and for the purpose solely of your automatic archiving and back-up procedures; and
(f) copies of any reports, minutes, memoranda, models or other work product which contain or reflect Confidential Information, provided it is kept confidential in accordance with these terms.

3.2 You acknowledge that neither the return of any Confidential Information nor the expunging of any of the same from your records will release you from your obligations of these terms.

4. Confirmations

4.1 We acknowledge and accept that you and your affiliates (the “Group”) will not be precluded from representing third parties or acting as principal in transactions (provided they do not involve the Project) but which may involve us on condition that the Group does not use any Confidential Information in connection therewith and does not disclose the Knowledge.

4.2 Save to the extent required by law (but then only if we have, to the extent practicable, given prompt notice thereof to you and taken your views into account), you will not, without our prior written consent, disclose to any person other than your directors, officers and advisers who need to know such information for the purposes of evaluating the Project (i) the fact that you are considering the Project or (ii) the proposed terms or status of negotiations of the Project.

5. Duration
5.1 The obligations undertaken by you under these terms will terminate on the later of:
(a) the execution of final binding documentation with us relating to the Project (if such documentation is entered in to); and (b) 30 November 2018.

6. General

6.1 You acknowledge that damages may be inadequate to protect us against any breach of these terms by you or by your professional advisers, directors, officers, agents, servants or employees or the Representatives or other persons to whom Confidential Information or the Knowledge may have been given pursuant to these terms and, without prejudice to any other rights and remedies otherwise available to us, we may be entitled to the granting of injunctive relief in our favour.

6.2 This undertaking sets forth the entire agreement and understanding between you and us as to the Confidential Information and merges all prior discussions and negotiations between you and us.

7. Governing Law
7.1 These terms will be governed by and construed in accordance with the laws of England and we irrevocably submit to the exclusive jurisdiction of the English courts in connection with them.
In consideration of receiving these particulars and by reading them further you agree to be bound by the above terms.