NON DISCLOSURE AGREEMENT

This click through non-disclosure agreement (the “Agreement”) is entered into between the vendor of Russet Court (the “Company”) and you, the person accessing the Confidential Information (as defined below) and any person or legal entity on behalf of who/which you are acting (“You”, “Your” etc.), on the date on which You click on the accept button on this page.

The Company is proposing to give You access to certain Confidential Information (as defined below) to enable You to consider and evaluate the possible purchase of Russet Court owned by the Company (the “Evaluation”).  Russet Court is located in Ballintemple, Blackrock, Cork, Ireland (the “Facility”).

“Confidential Information” shall comprise all business, technical, financial, operational, administrative, marketing, economic, trading and other information and material in connection with and relating to the business or affairs of the Company and its affiliates or the Facility that may be disclosed or made available by or on behalf of the Company to You either in written form or orally and whether via this data room or otherwise including all title, property, legal or other information concerning the Facility and shall include all information deriving from any discussions and negotiations between the Company and/or its agents and You and any memoranda and reports and valuations derived from any of the foregoing (whoever prepares them).

The Company wishes to protect and preserve the confidential and/or proprietary nature of the Confidential Information and by Your entry into this Agreement You hereby acknowledge and agree to keep all such information made available to You by the Company confidential on the following terms and conditions:

1. You will keep Confidential Information secret and strictly confidential.

    

    

2. You will not, without the prior written consent of the Company:

   
    (a) disclose any Confidential Information, whether in writing or orally, in whole or in part, to any other person;
   
   
   (b) use Confidential Information for any purpose, or for the benefit of any other person, other than in connection with the Evaluation; or
   
   
   (c) reproduce or reduce to writing any Confidential Information.
   
   
   

    

3. The undertakings in paragraphs 1 and 2 do not apply to any Confidential Information which is, at the time of disclosure to You already in Your possession and acknowledged as such in writing, or which is in the public domain through no default on Your part in Your obligations under this Agreement.

    

    

4. You will keep safely all written Confidential Information provided or made available to You, and any copies made by You.  You will, upon demand by the Company or if you cease to be interested in the Evaluation, return to the Company or destroy any documents containing any Confidential Information.  In addition, You will, in these circumstances, erase all Confidential Information from any computer, word processor or other device containing such information.

    

    

5. You agree fully to indemnify and keep indemnified the Company against any losses, damages, liabilities, expenses, claims and proceedings of any nature whatsoever as a result of or arising out of any failure by You to comply strictly with any term or provision of this Agreement.

    

    

6. All Confidential Information shall remain the sole property of the Company.

    

    

7. The Company does not make any representation or warranty (express or implied) as to the accuracy or completeness of Confidential Information or as to any material, item, or document embodying the Confidential Information.  All Confidential Information is made available on an “as is” basis.

    

    

8. Without prejudice to the other rights or remedies that the Company may have, You acknowledge and agree that damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this Agreement

    

    

9. The terms of this Agreement shall continue in force notwithstanding the fact that the purpose may have been terminated and regardless of the reasons for such termination.

    

    

10. The terms of this Agreement will be governed by, and construed in accordance with, Irish law.

YOU SHOULD READ THIS AGREEMENT CAREFULLY AND ENSURE YOU UNDERSTAND IT.  

BY CLICKING ON THE ACCEPT BUTTON ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD NOT CLICK THE ACCEPT BUTTON.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION.