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Nursing & Residential Care Homes Marketed by EAD Care Homes

1. In consideration of us, the company, it’s agents or other advisers and their respective partners, directors, employees or shareholders disclosing to you certain information relating to the company (“the confidential information”) concerning the sale of the company (“the permitted purpose”) you undertake to act as set out in this agreement and agree as follows:
   1. to hold the confidential information in confidence for a period of 2 years and not, without our prior, written consent, disclose or permit it to be made available to any person, firm or company except to such as your directors and employees, other potential syndicate, members or other providers of finance and professional advisers (together referred to as the “Discloses”) who may need access to the confidential information with the permitted Purpose;
   2. only to use the confidential information for the permitted purpose.
   3. to ensure that each disclosee  to whom disclosure of confidential information is made by you is fully aware in advance of you obligation under this agreement;
   4. that you will not copy or reproduce or part with possession of any document or other material disclosed embodying any of the confidential information and that you will use your best endeavours to keep any such documents or other material in a secure place and locked up when not in use; 
   5. upon written demand from us and/or the company either to return the confidential information and any copies of it or to confirm in writing to us that, except as required by law or regulation, it has been destroyed. You shall not be required to return reports, note or other material prepared by you or other disclosees  on your behalf which incorporates Confidential information (secondary information) provided that the Secondary information is kept Confidential;
   6. to keep confidential and not reveal to any person, firm or company (other than disclosees) the fact of your investigations into the company or that discussions or negotiations are taking place or have taken place between us in connection with the proposed transaction or that potential acquirers are being sort for the company;
   7. that no person gives any warranty or makes any representation as to the accuracy or otherwise of the confidential information, save as may subsequently be agreed.

2. Nothing in paragraphs 1.1 to 1.6 of this agreement shall apply to any information or confidential information:
   1. which at the time of its disclosure is in the public domain;
   2. which after disclosure comes into the public domain for any reason except your failure, or failure on the part of any disclosee , to comply with the terms of this agreement;
   3. which was lawfully in your possession prior to such disclosure and is or becomes free from any restriction on its subsequent disclosures or use by us and/or the company;
   4. which is subsequently received by you as a third party without obligations of confidentiality; or
   5. which you or a disclosee are required to disclose, retain or maintain by law or any regulatory authority;

3. You agree not to approach the following persons in relation to any of the confidential information disclosed to you, unless and until approval is given by us and/or the company
   1. customers, suppliers or any other third party to whom the company is contracted;
   2. employees of the company.

4. You agree that you will not visit any of the company’s current sites unless and until approval is given by us and/or the company.

This agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this agreement.