Between

 

(1) St William Homes LLP (Company number OC396332) whose registered office is at Berkeley

House, 19 Portsmouth Road, Cobham, Surrey, KT11 1JG (“the Discloser”).

 

(2) [____] (Company number [___]) whose registered office is at [_____] (“the Recipient”).

 

WHEREAS:

 

A. The Discloser owns or controls the former Brighton Gasworks site located at Marina Way, Brighton, East Sussex (the 'Site').

 

B. The Recipient wishes to receive certain confidential information relating to the Site in order to evaluate a potential acquisition, investment, development arrangement or other transaction relating to the Site (the 'Purpose').

 

C. The Discloser is prepared to disclose certain Confidential Information to the Recipient subject to the terms of this Agreement.

 

 

IT IS HEREBY AGREED:

 

1. DEFINITIONS AND INTERPRETATIONS

 

'Associated Company' means any entity directly or indirectly controlling, controlled by, or under common control with such entity, where "control" means the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity, or the right to vote for or appoint a majority of the board of directors or other governing body of such entity.

 

'Confidential Information' means information disclosed by the Discloser to the Recipient relating to the Site which the Discloser considers confidential.

 

'Confidentiality Period' means the period commencing on the Effective Date and continuing for two (2) years following termination or expiry of this Agreement.

 

'Effective Date' means the date of this Agreement.

 

'Group Company' means in relation to a company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

 

'Site' means the Brighton Gasworks site and any adjoining or associated land interests made available by the Discloser as part of the disposal process.

 

1.1. Interpretation

 

a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made under it.

 

b) A reference to writing or written includes email but excludes fax.

 

c) A reference to a company includes any company, corporation or other body corporate wherever incorporated or established.

 

d) Any obligation not to do something includes an obligation not to permit that thing to be done.

 

 

2. RECIPIENTS UNDERTAKINGS

 

2.1. Without the prior written consent of the Discloser, no Confidential Information shall be used by the Recipient or any person to whom disclosure is permitted under this Agreement for any

purpose other than the Purpose;

 

2.2. Without the prior written consent of the Discloser, no Confidential Information shall be disclosed in whole or in part by the Recipient to any third party other than:

 

a) its directors, officers and employees;

 

b) Group Companies of the Recipient;

 

c) directors, officers and employees of any Group Company of the Recipient;

 

d) lenders and funding partners;

 

e) professional advisers and consultants engaged in connection with the Purpose,

 

2.3. provided always that such persons need to know the Confidential Information for the Purpose and are informed of its confidential nature;

 

2.4. neither the fact that discussions or negotiations are taking place between the Parties nor the contents or status of those discussions or negotiations shall be disclosed to any third party other than persons referred to in clause 2.2;

 

2.5. the Recipient shall remain fully responsible for any breach of this Agreement by any person to whom it discloses Confidential Information.

 

2.6. During the term of this Agreement and the Confidentiality Period, the Recipient shall use reasonable endeavours to preserve the secrecy of the Confidential Information and shall:

 

a) operate appropriate systems for the safe custody of Confidential Information;

 

b) limit copies of Confidential Information to those reasonably required for the Purpose;

 

c) restrict access to Confidential Information to those persons requiring access for the Purpose;

 

d) ensure that each employee, adviser, consultant or representative receiving Confidential Information is aware of and complies with the obligations of confidentiality contained in this

Agreement;

 

e) promptly notify the Discloser upon becoming aware of any unauthorised disclosure or misuse of Confidential Information;

 

f) not use or exploit the Confidential Information except for the Purpose;

 

g) not reverse engineer, disassemble or decompile any data, software, models or other materials provided by the Discloser.

 

2.7. Any information acquired by the Recipient as a result of visiting the Site or attending meetings relating to the Site shall be treated as Confidential Information.

 

2.8. The Recipient shall not, without the prior written consent of the Discloser, directly or indirectly contact or communicate with:

 

a) Brighton & Hove City Council;

 

b) the Environment Agency;

 

c) Southern Water;

 

d) National Grid;

 

e) any statutory undertaker;

 

f) any tenant or occupier;

 

g) any neighbouring owner or occupier;

 

h) any consultant, adviser or contractor appointed by the Discloser; or

 

i) any other stakeholder connected with the Site, regarding the Site or the Purpose.

 

3. EXCEPTIONS

 

3.1. The obligations contained in this Agreement shall not apply to information which:

 

a) is already lawfully in the possession of the Recipient at the time of disclosure by the Discloser;

 

b) is already in the public domain at the time of disclosure;

 

c) enters the public domain after disclosure other than through breach of this Agreement;

 

d) is lawfully acquired by the Recipient from a third party who is under no obligation of confidentiality to the Discloser;

 

e) is required to be disclosed by law, court order, regulation or governmental authority, provided that the Recipient gives the Discloser prompt notice where legally permissible; or

 

f) can be demonstrated by written evidence to have been independently developed without reference to the Confidential Information.

 

4. DURATION AND TERMINATION

 

4.1. This Agreement shall take effect on the Effective Date.

 

4.2. Unless terminated earlier by the Discloser on one month's written notice, this Agreement shall continue for two (2) years from the Effective Date.

 

4.3. Clauses 2, 3, 5, 6, 7, 8, 10 and 11 shall survive termination or expiry of this Agreement.

 

5. RETURN OF CONFIDENTIAL INFORMATION

 

5.1. Upon completion of the Recipient's evaluation, termination of discussions, termination of this Agreement or at any earlier time upon written request by the Discloser, the Recipient shall

promptly:

 

a) return or destroy all Confidential Information in its possession or control;

 

b) destroy all copies, extracts and analyses derived from the Confidential Information; and

 

c) confirm in writing that it has complied with this clause.

 

5.2. One archival copy may be retained by the Recipient solely for compliance and legal record-keeping purposes.

 

6. EXCLUSIONS AND DISCLAIMERS

 

6.1. The Recipient acknowledges that the Discloser gives no representation or warranty as to the accuracy, completeness or reliability of any Confidential Information.

 

6.2. The Recipient shall have no claim against the Discloser arising from any use of or reliance upon the Confidential Information.

 

6.3. The Recipient shall carry out its own investigations and due diligence in respect of the Site.

 

7. REMEDIES FOR BREACH

 

7.1. The Recipient acknowledges that damages may not be an adequate remedy for breach of this Agreement and that the Discloser shall be entitled to seek injunctive relief, specific performance and any other equitable remedies available in addition to any other rights or remedies available at law.

 

8. RESERVATION OF RIGHTS

 

8.1. Nothing in this Agreement obliges the Discloser to disclose any information, continue discussions or enter into any transaction.

 

8.2. All Confidential Information and all intellectual property rights in or arising from it shall remain the property of the Discloser.

 

8.3. Except for the limited right to use the Confidential Information for the Purpose, no licence, right, title or interest is granted to the Recipient.

 

9. ENTIRE AGREEMENT

 

9.1. This Agreement constitutes the entire agreement between the Parties regarding Confidential Information relating to the Site and supersedes all previous discussions, negotiations and understandings relating to the subject matter of this Agreement.

 

10. GENERAL

 

10.1. No variation of this Agreement shall be effective unless in writing and signed by both Parties.

 

10.2. No delay or failure by a Party to exercise any right shall constitute a waiver of that right.

 

10.3. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the Parties.

 

10.4. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.

 

10.5. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

 

10.6. This Agreement may be executed in counterparts and by electronic signature.

 

11. Governing Law and Jurisdiction

 

11.1. This Agreement and any dispute or claim arising from or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

 

11.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

Signatures

 

SIGNED for and on behalf of St William Homes LLP

Name: __________________

Title: __________________

Date: __________________

 

SIGNED for and on behalf of [____]

Name: __________________

Title: __________________

Date: __________________