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Non-Disclosure Agreement

Addressed to

VERZUN Real Estate Broker, trade license Nr. 618111, broker office Nr. 1990, with a business address of Level 41, Emirates Towers, Dubai, United Arab Emirates


Subject

Confirmation of non-disclosure of confidential information related to Property


1. Disclosure

1.1 In consideration of your disclosure to us of confidential business information relating to the PROPERTY and other information (whether or not contained in documents) relating to this (together Protected Material) for the purposes of a potential acquisition by us (Purpose), we will keep the Protected Material confidential. Accordingly, for a period of two years from the date of this letter, we shall not, without your prior written consent, either:

(a) communicate or otherwise make available the Protected Material to any third party (other than to any employee of ours who needs to have access to the Protected Material in connection with the Purpose, provided that we ensure that such employee complies with the confidentiality obligations set out in this agreement; or
(b) use the Protected Material for any purpose other than the Purpose.

1.2  If discussions in relation to the Purpose cease, or you so request in writing at any time, we shall immediately: 

(a) return to you all the Protected Material received by us; and
(b) destroy or permanently erase all copies supplied to us or made by us and confirm to you within seven days of discussions ceasing or your request that this has been done. Such confirmation shall be in writing signed by one of our directors.

1.3  We may disclose the Protected Material to the minimum extent required by:

(a) any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; or
(b) the rules of any listing authority or stock exchange on which our shares are listed or traded; or
(c) the laws or regulations of any country with jurisdiction over our affairs (provided, in the case of a disclosure under the Freedom of Information Act 2000, none of the exemptions to that Act applies to the Protected Material disclosed).


2. Limitations on obligations

The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to such of the Protected Material as we can show to your reasonable satisfaction:

2.1  has become public knowledge other than through disclosure by us in breach of this agreement; or
2.2  was already known to us prior to disclosure by you; or
2.3  has been received by us from a third party who did not to our knowledge acquire it in confidence from you or from someone owing a duty of confidence to you.


3. Return of the protected material

We shall, whenever you so request, return to you all documents and other records of the Protected Material or any of it in any form and whether or not such document or other record was itself provided by you.


4. Governing law and jurisdiction

This letter and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have [exclusive OR non-exclusive] jurisdiction to settle any dispute or claim that arises out of or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims).