CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made between:

• “the Receiving Party” or “you”; 

• STEMPEL HOLDINGS LIMITED incorporated and registered in Ireland with company number 186133 whose registered office is at Suite 9, Providence House, Block 8, Blanchardstown Corporate Park 1, Dublin 15 (“the Disclosing Party” or “us”); and

The Receiving Party and the Disclosing Party are each a “Party,” and together the “Parties.”

WHEREAS:

1. The Disclosing Party is willing, in accordance with the terms and conditions of this Agreement, to disclose or make available (in any form or by any method) to the Receiving Party (or any of its Representatives, as hereinafter defined) whether before, on or after the date of this Agreement, certain Confidential Information (as hereinafter defined and however recorded or preserved) in order to facilitate the Parties discussions/negotiations concerning the possible acquisition by the Receiving Party of (a) certain real estate assets held by the Disclosing Party or its Affiliate and/or (b) shares in any company that is an Affiliate (as hereinafter defined) of the Disclosing Party (together the “Assets”), by means of one or more potential transactions(s) (the “Potential Transaction”).

2. For the avoidance of doubt, such information could extend to any information of whatever nature relating to the Assets or the Disclosing Party or any contractor or customer of the Disclosing Party or any tenant or occupant of any of the Assets that comprise real estate or other person which has been or will be communicated to you (including your Representatives, as hereinafter defined) by or on behalf of the Disclosing Party in connection with the Purpose, regardless of whether it was communicated orally, in writing or by electronic transmission. For the purposes of this Agreement, Confidential Information shall include any analysis, compilation, study or other record which contains or otherwise reflects or has been generated, wholly or partly, from such information.

3. The Disclosing Party wishes to ensure that Confidential Information revealed to you in the course of your evaluation of any investment opportunity and our negotiations remains confidential, and is not used by you for any other purpose.

THE PARTIES HEREBY AGREE as follows:

1. In this Agreement the following terms shall have the following meanings:

2. The Receiving Party shall keep the Confidential Information strictly confidential, will only use it for the Purpose, and shall not sell, publish or otherwise disclose the Confidential Information to anyone in any manner whatsoever without the Disclosing Party’s written consent, except as provided in Paragraphs 5 and 6 below.

3. The Receiving Party shall also treat as confidential, subject to the provisions of this Agreement, any information which includes or otherwise incorporates part or all of the Confidential Information.

4. The Receiving Party, receiving Confidential Information in the form of computer software, shall not modify, edit, translate, decompile, reverse engineer, disassemble, or perform a similar act on such computer software. The Receiving Party shall not copy Confidential Information except as is strictly necessary for the Purpose.

5. The Receiving Party may provide the Confidential Information to others without the Disclosing Party’s written consent only to the extent that such information:

1. is already known or available to Receiving Party or becomes known or available to Receiving Party from a source other than us and through no breach of this Agreement by you;

2. is already in the public domain at the time of provision to the third party or has become available to the public through no breach of this Agreement by Receiving Party; 

3. is independently developed by the Receiving Party without reference to the Confidential Information; or

4. is required to be disclosed under applicable law or by any court of competent jurisdiction or by a governmental order, decree, regulation or rule or by any competent regulatory body (provided that, to the extent permitted by law, Receiving Party shall give written notice of any such disclosure to the Disclosing Party as soon as reasonably practicable). Where practicable to do so and to the extent permitted by law, Receiving Party shall give such notice before disclosure occurs and shall provide reasonable co-operation with the Disclosing Party with regard to any action either Party may wish to take to challenge the  validity of such requirement.

6. The Receiving Party may disclose the Confidential Information to such of its (and its Affiliates) (i) directors, officers, employees, partners, agents, consultants or subcontractors (“Internal Representatives”), and (ii) professional advisors, insurers, investors, potential providers of debt and equity finance and auditors (“External Representatives”) (“Internal Representatives” and “External Representatives” are together, the “Representatives”) as have a reasonable need to know such Confidential Information in order to carry out the Purpose provided that Receiving Party procures that (A) each such Internal Representative is informed as to the confidentiality of the Confidential Information and is bound to keep the same confidential, and (B) an External Representative shall, in relation to any Confidential Information disclosed to it, comply with this Agreement as if it were the Receiving Party and, if the Disclosing Party so requests, shall procure that External Representative enters into a confidentiality agreement with us on terms equivalent to those contained in this Agreement (other than External Representatives who are bound by obligations of professional confidence).

7. The Receiving Party undertakes to ensure that all Representatives to whom any of the Confidential Information is disclosed are made aware, prior to the disclosure of any of the Confidential Information, of the confidential nature thereof.  Other than where the Disclosing Party has entered into a confidentiality agreement directly with an External Representative as envisaged in clause 6 above, the Receiving Party shall be liable for the actions and omissions of their Representatives in relation to any Confidential Information as if they were the actions and omissions of the Receiving Party.

8. Receiving Party hereby acknowledges and accepts that:

1. the rights to the Confidential Information provided pursuant to the terms of this Agreement shall be limited to use in relation to the Purpose; and
2. the Disclosing Party has the right and authority to release the Confidential Information to the Receiving Party without seeking formal proof of such right and authority.

9. At the written request of the Disclosing Party, the Receiving Party and the Representatives shall promptly:

• destroy or return all documents and materials containing, reflecting, incorporating, or based on any Confidential Information;
• erase all Confidential Information from its computer and communications systems and devices used by it (or any of its Affiliates), including such systems and data storage services provided by third parties (to the extent technically and legally practicable);

provided that the Receiving Party and the Representatives may retain documents and materials containing, reflecting, incorporating or based on the Confidential Information to the extent required by law or any governmental or regulatory authority of competent jurisdiction. The provisions of this Agreement shall continue to apply to any such documents and materials retained by the Receiving Party. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with its obligations under this clause.

10. The Receiving Party undertakes to promptly notify the Disclosing Party of any unauthorised use, copying or disclosure of any of the Confidential Information of which the Recipient becomes aware, and to provide all reasonable assistance to the Disclosing Party to terminate such unauthorised acts.

11. None of the Receiving Party and/or any Representatives will without the express written consent of the Disclosing party contact or communicate (directly or indirectly) with any tenant or other company or individual whose information comprises part of the Confidential Information pursuant to this Agreement or otherwise discuss with or make known to such tenant, company or individual that the Receiving Party is reviewing the Confidential Information provided, or disclose to such party any terms or conditions with respect to the Potential Transaction or the existence of the Potential Transaction.

12. The Receiving Party acknowledges and agrees that:

• neither the entry into this Agreement nor the supply of Confidential Information shall constitute an offer or other commitment by the Disclosing Party to enter into any further agreement and/or transaction with the Receiving Party.  Any estimates, forecasts or similar material provided by either party to the other shall not constitute any such commitment;
• the Confidential Information may not be accurate or complete and no warranty or representation (whether express or implied) is made by any person concerning the Confidential Information or its accuracy or completeness; and
• all rights in the Confidential Information are reserved and none of the Confidential Information shall be the property of the Receiving Party.

13. The confidentiality obligations set forth in this Agreement will be effective as of the date any Confidential Information is first delivered.

14. No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorised representative of each of the Disclosing Party and the Receiving Party.

15. Without prejudice to any other rights or remedies which the Disclosing Party may have, Receiving Party acknowledges and agrees that damages may not be an adequate remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

16. This Agreement comprises the full and complete agreement of the Parties hereto with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Confidential Information, whether written or oral, express or implied.

17. No failure or delay in exercising any right, power or privilege conferred by this Agreement shall operate as a waiver of that right, power or privilege, or of this Agreement as a whole. No single or partial exercise of any right, power or privilege shall preclude any further exercise of that right, power or privilege.

18. If any obligation arising out of this Agreement shall be held unenforceable or illegal in whole or in part for whatever reason, the enforceability of the rest of the obligations under this Agreement shall be unaffected.

19. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party hereto may enter into this Agreement by executing a counterpart.

20. 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 (with any notice posted to an address outside the jurisdiction of posting to be sent by airmail), or email to the postal address or email address as may be notified hereunder by that Party from time to time for this purpose and will be effective notwithstanding any change of postal or email 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 (96 hours if posted in a different postal jurisdiction to that of the addressee), if by hand delivery when left at the relevant address, if by email at the time of sending the email unless delivered or sent on a day that is not a Business day (or after 5pm on a Business Day) in which case the next following Business Day.

21. This Agreement shall be governed by and interpreted in accordance with Irish law and the Parties hereto submit to the exclusive jurisdiction of the Irish Courts.

22. This Agreement will continue in force until the earlier of (1) entry into binding agreement to effect the Purpose, or (2) the second anniversary of the date of this Agreement.   The termination of this Agreement or the completion of the Purpose and/or the Potential Transaction for any reason will not affect any accrued rights or remedies to which a party is entitled under this Agreement.