Private and Confidential
(The “Recipient”)
Our ref: 6846651/BS/lp
Re: Bellhill Limited (in administration) (“the Company”)
Lorne Hotel, 923 Sauchiehall Street, Glasgow G3 7TQ (“the Property”)
THIS CONFIDENTIALITY AGREEMENT IS MADE BETWEEN:
The “Company”
AND
The “Recipient”
WHEREAS:
A. The Company understands that the Recipient (which, for the purposes of this agreement, means the Recipient, any company or holding company or parent undertaking of the Recipient and any subsidiaries or subsidiary undertakings of the Recipient or such company or holding company or parent undertaking from time to time (within the meanings ascribed to these terms in Companies Act 2006 as amended from time to time)) is interested in receiving confidential information from the Company in respect of the Property for the purpose of evaluating whether to submit an offer to purchase the Property and to assist in formulating such an offer (“the potential transaction”)..
B. The Company is prepared to disclose confidential information relating to the Property to the Recipient for the
purpose of evaluating the potential transaction, on the Recipient's execution of this agreement, subject to and
on the terms of this agreement.
IT IS HEREBY AGREED THAT:
1. For the purpose of this agreement, confidential information means all information of a confidential nature (whether oral, written or in any other form) relating to the Property including, without limitation, all financial, tax, accounting, property diligence, marketing and other information relating to the Property, the existence of negotiations relating to the potential transaction and the identity of the relevant parties to the potential transaction involving the Property ("a Relevant Party" or "the Relevant Parties" as the case may be), which has
been or may be obtained by or made available to the Recipient and its professional, tax, legal or accounting advisors whose identity is disclosed in writing to the Company (“Disclosed Advisers”) together with any information derived from such information.
2. In consideration of the confidential information being made available to it or any of its directors, employees or Disclosed Advisers, the Recipient undertakes to the Company that the Recipient and its directors, employees and Disclosed Advisers will:
(a) use the confidential information only for the purpose of evaluating the potential transaction involving the Property and the Company and for no other purpose.
(b) treat and safeguard as private the terms of this agreement and not use the confidential information received at any time by any of them otherwise than for the purpose set out in paragraph (a);
(c) except as otherwise permitted by the terms of this agreement, not use the confidential information without the express prior written consent of the Company;
(d) not at any time without prior written consent of the Company, disclose or reveal or publish the confidential information to any other person or party whatever, other than Disclosed Advisers of the Recipient who are required in the course of their duties to receive and consider the same for the purpose specified in Clause 2(a) and the Recipient shall ensure that all recipients of confidential information shall adhere to the restrictions on the use of the confidential information as are contained in this agreement as if they were party hereto;
(e) not copy nor reproduce or part with any confidential information or authorise any other person to do so, other
than for the purpose of supplying the confidential information to the Disclosed Advisers of the Recipient to whom disclosure of such information is permitted under this agreement;
(f) not disclose the fact that the Relevant Parties or any other potential Relevant Party are considering the Property or their potential involvement in it, nor disclose the identities of any Relevant Party, nor the fact that any negotiations relating to or in connection with the Property (whether involving a Relevant Party or otherwise) have or may be entered into; and
3. In addition to the foregoing the Recipient undertakes to the Company that when requested the Recipient will either return or procure the return to the Company all documents and papers relating to the Property supplied by the Company to the Recipient or Disclosed Advisers, together with any copies thereof or procure that the same are destroyed and the Recipient shall notify the Company promptly that the same have been destroyed and the provisions of this agreement shall continue to apply, except as provided under Clause 4 hereof.
4. The Recipient acknowledges and agrees that the undertakings set out herein are given to the Company both
on its own behalf and on behalf of its clients and any Relevant Party and may be enforced by any of the same and that any breach of the undertakings set out in this agreement could cause the Company, its clients and any Relevant Party irreparable injury and that monetary damages would not be an adequate remedy for any such breach. In the event of a breach or threatened breach by the Recipient, any of the Disclosed Advisers, or any other person of any of the provisions of this agreement, the Company and any of its clients or a Relevant
Party that may be affected by such breach shall be entitled to apply for injunctive relief in any court of competent jurisdiction restraining the Recipient from breaching the terms hereof or from disclosing any Confidential information to any person. Nothing contained herein shall be construed as prohibiting the
Company, its clients or any Relevant Party from pursuing any other remedies available to it, either at law or in equity for such breach or threatened breach including specific performance and the recovery of monetary damages.
5. The confidential obligations contained in this agreement do not apply to:
(a) confidential information which at the time of disclosure to the Recipient is within the public domain; or
(b) confidential information which after such disclosure comes into the public domain, otherwise than by reason of a breach of any of the undertakings in Clause 2 and 3; or
(c) any confidential information which has come or comes into the Recipient’s possession on a non-confidential basis from another source, provided that such source is not known by the Recipient to be acting in breach of any other obligations of confidentiality or secrecy; or
(d) the extent that the Recipient is required by law, regulation or other governmental body or authority to whose rules it is subject to disclose any confidential information; or
(e) the extent that the Company consents in writing to the disclosure of any confidential information prior to such information being disclosed.
6. It is hereby agreed and acknowledged that the terms of this agreement are intended to be for the benefit of each of the Company, its clients, the Relevant Parties and/or its subsidiaries and shall be enforceable by any of them by virtue of the Contracts (Rights of Third Parties) Act 1999 ("the Act"). Apart from this, the parties to this agreement do not intend that any term of this agreement shall be enforceable by any other person who is not a party to this agreement by virtue of the Act.
7. This agreement will be governed by and construed in all respects in accordance with English law and each party hereto submits itself to the non-exclusive jurisdiction of the English Courts for the purpose of any dispute in relation hereto.
Brian Sheldon
Regional Director - Hospitality Scotland & North West
M: 07764 241315
