YeatsConfidential · Project Manston

Confidentiality undertaking

This site contains confidential information about a proposed acquisition. To enter, read the undertaking below, enter the access password you were given, and accept on behalf of your organisation.

Parties. This undertaking is given by the person and organisation named below (the "Recipient") to Yeats (the "Discloser") in connection with Project Manston (the "Proposed Transaction").

1. Purpose

The Recipient receives the Confidential Information solely to evaluate whether to participate in the Proposed Transaction (the "Purpose").

2. Confidential Information

All information on this site or otherwise made available in connection with the Proposed Transaction, in any form, including the identity of the target asset and counterparties, analysis, estimates, structures and terms, and the fact that discussions are taking place.

3. Your obligations

The Recipient will keep the Confidential Information strictly confidential, use it only for the Purpose, and not copy, record or distribute it except as reasonably needed for the Purpose.

4. Permitted disclosure

The Recipient may disclose Confidential Information to its directors, employees and professional advisers who need to know it for the Purpose and who are bound by equivalent duties of confidence. The Recipient is responsible for their compliance.

5. Exceptions

These obligations do not apply to information that is or becomes public other than through breach, was lawfully held before disclosure, is independently developed, or must be disclosed by law or regulation (in which case the Recipient will, where lawful, notify the Discloser first).

6. No circumvention

For 24 months the Recipient will not, directly or indirectly, approach the owner of the target asset, its shareholders or lenders regarding the asset, or pursue the Proposed Transaction or any similar transaction for the asset, except through or with the written consent of the Discloser.

7. Return and destruction

On request, the Recipient will promptly return or destroy the Confidential Information, save for copies kept under legal or regulatory obligations or routine back-up, which remain subject to this undertaking.

8. No offer, no warranty

Nothing on this site is an offer or invitation to invest. Figures marked as estimates are the Discloser's working assumptions, subject to diligence. No representation or warranty is given as to accuracy or completeness, and no liability is accepted for reliance on the Confidential Information.

9. Ownership

The Confidential Information remains the property of the Discloser. No licence or other right is granted except as set out here.

10. Remedies

Damages may not be an adequate remedy for breach, and the Discloser may seek injunctive or other equitable relief in addition to any other remedy.

11. Duration

This undertaking continues for three years from acceptance, and clause 6 for the period stated in it.

12. General

This undertaking is governed by the laws of England and Wales, and the courts of England have exclusive jurisdiction. Acceptance below is binding as if signed.