STRICTLY PRIVATE & CONFIDENTIAL

THIS CONFIDENTIALITY AGREEMENT (the Agreement) is made on ______________ 2012

BETWEEN:

[Legal name of the recipient], a company duly organized and existing under the laws of [Jurisdiction],
located at [Address] represented by [Name, Title] (the Seller),

and

[Legal name of the recipient], a company duly organized and existing under the laws of [Jurisdiction],
located at [Address] represented by [Name, Title] (the Purchaser).

WHEREAS:

A. The Purchaser have expressed an interest in a possible acquisition (the Proposed Transaction) of
[Legal name of the recipient], a company duly organized and existing under the laws of [Jurisdiction],
located at [Address] (the Target) and its subsidiary undertakings and related companies (the Target Group);
and

B. The Seller and the Seller's Group has agreed to furnish or cause to be furnished to the Purchaser
certain information which is non-public, confidential (including information constituting a commercial secret
under applicable law), personal or proprietary in nature (as further defined below, Information) on the terms
and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of members of the Seller's Group agreeing to supply Information to
the Purchaser, and entering into discussions with the Purchaser relating to the Proposed Transaction, the
Purchaser acknowledges that the Information is confidential and is received under a duty of confidentiality to
the Seller's Group and undertakes with the Seller (for the benefit of all members of the Seller's Group) as
follows:

1. Definitions:

In this Agreement

(a) Authorised Recipients means, to the extent that they need access to Information for the
purposes of or in connection with evaluating, negotiating or advising upon the Proposed
Transaction, the Purchaser's senior executives, professional advisers, agents and
representatives whose identity the Purchaser has first notified to the Seller but not, without
the Seller's prior written consent, providers of finance for the Proposed Transaction;

(b) Information means (a) all information of whatever nature relating wholly or partly to the
Proposed Transaction or the Target Group or any other member of the Seller's Group
supplied to the Purchaser or its advisers by or on behalf of any member of the Seller's Group
in writing, orally or otherwise; (b) any information obtained by the Purchaser or its advisers
in writing or orally, through discussions with the management, employees and advisers of
any member of the Seller's Group; (c) any information acquired by observation by the
Purchaser or its agents or advisers at the offices or other premises of any member of the
Seller's Group related to the Proposed Transaction or to the affairs of the Target Group or
any other member of the Seller's Group; and (d) any reports, analyses, compilations, studies
or other documents prepared by, on behalf of or for the Purchaser which contain, derive from
or otherwise reflect any information described in (a), (b) and (c) above;
 (c) Seller's Group means the Seller, other shareholders of the Target, their holding
company/parent undertaking and each of its subsidiary undertakings as at the date of this
Agreement (including, for the avoidance of doubt, the Target Group); and

(d) subsidiary, holding company, subsidiary undertaking and parent undertaking shall
have the meanings ascribed to them in the Companies Act 2006.

2. Duty of confidentiality

2.1 The Purchaser shall hold the Information in strict confidence and will not disclose, copy, reproduce
or distribute any of it or otherwise make it available to any person other than an Authorised
Recipient (on condition that they will not disclose, copy, reproduce, distribute or otherwise make it
available to any other person who is not an Authorised Recipient) or otherwise without the Seller's
specific prior written approval (which may be withheld in the Seller's absolute discretion).

2.2 The Purchaser and its Authorised Recipients shall use the Information solely for the purpose of
evaluating and negotiating the Proposed Transaction and not for any other purpose including,
without limitation, to compete with the Target Group or any other member of the Seller's Group in
connection with any business carried on by it.

2.3 The Purchaser will procure that each Authorised Recipient to whom Information is disclosed is made
aware of (in advance of disclosure) of the terms of this Agreement, and will use its best endeavours
to procure that each such person adheres to those terms as if that person were a party to this
Agreement.

2.4 The Purchaser shall, if required by the Seller, not disclose any Information to its advisers, agents and
representatives unless they have first executed a written undertaking (in terms reasonably acceptable
to the Seller) in favour of the Seller to be bound by the terms of this Agreement.

2.5 The Purchaser shall keep a list of Authorised Recipients to whom any Information is given and that
list shall identify what Information each Authorised Recipient has been given. The Purchaser shall
make the list available to the Seller on demand.

2.6 The Purchaser and its Authorised Recipients shall keep the Information securely and properly
protected against theft, damage, loss and unauthorised access (including access by electronic means).
The Purchaser shall notify the Seller immediately upon becoming aware that any of the Information
has been disclosed to or obtained by a third party (otherwise than as permitted by this Agreement).

2.7 The Purchaser shall be responsible for any breach of the terms of this Agreement by any Authorised
Recipient.

2.8 The Purchaser shall direct all communications, information requests and enquiries relating to the
Proposed Transaction only to [NAME] or such other representative(s) of the Seller or other member
of the Seller's Group as the Seller may subsequently notify to the Purchaser.

3. Exceptions

The undertakings in paragraph 2 shall not apply to Information which:

(a) at the time of supply is in the public domain;

(b) subsequently comes into the public domain, except through breach of the undertakings set
out in this Agreement or through breach of any other duty of confidentiality relating to that
Information;
 (c) subsequently comes lawfully into the possession of the Purchaser (or an Authorised
Recipient) from a third party who does not owe any member of the Seller's Group an
obligation of confidence in relation to it; or

(d) is required to be disclosed by:

(i) any court of competent jurisdiction or any competent judicial, governmental,

supervisory or regulatory body; or

(ii) any law or regulation of any country with jurisdiction over the Purchaser's affairs,

provided that the Purchaser will promptly notify the Seller in writing and co-operate with the
Seller regarding the timing and content of such disclosure or any action which the Seller
may reasonably elect to take to challenge the validity of such requirement.

4. Announcements

4.1 The Purchaser shall not, without the Seller's prior written consent, reveal to any person other than an
Authorised Recipient or otherwise announce that the Proposed Transaction is (or was) under
consideration, that negotiations or discussions are (or were) taking place between the Purchaser and
the Seller, the status or progress of such negotiations (including termination of negotiations) or that
Information has been provided.

4.2 The restrictions in subparagraph 4.1 above shall not apply if, and to the extent that, an announcement
is required by any applicable law, rule or regulation by any competent judicial, governmental,
supervisory or regulatory body including without limitation, any securities exchange, provided that
the Purchaser will first consult and co-operate with the Seller on the proposed form, timing, nature
and purpose of the announcement.

5. Return/destruction of Information

If the Purchaser ceases to be interested in the Proposed Transaction, and in any event upon the
written request of the Seller, the Purchaser will immediately at its own cost and expense:

(a) return to the Seller (without keeping any copies) all documents containing Information or
relating to the negotiations or discussions about the Proposed Transaction (whether or not in
the possession of the Purchaser) provided that this shall not apply to that part of the
Information which consists of reports, analyses, compilations, studies or other documents
(Secondary Information) prepared by or on behalf of the Purchaser;

(b) destroy (without keeping any copies) all Secondary Information, whether or not in the
possession of the Purchaser;

(c) delete all Information from any computer or other device containing the Information and
belonging to the Purchaser or its Authorised Recipients other than any held in backup or
archive systems; and

(d) if so requested by the Seller, the Purchaser shall, within 14 days of the request, deliver to the
Seller a certificate signed by an authorised officer of the Purchaser confirming that the
obligations contained in this paragraph have been complied with.

This provision shall not apply to the extent that the Purchaser or any Authorised Recipient is
required to retain any such confidential Information by any applicable law, rule or regulation or by
any competent judicial, governmental, supervisory or regulatory body.
6. No offer, representation or warranty

6.1 No Information made available to the Purchaser or its Authorised Recipients will constitute an offer
or invitation for the sale or purchase of securities or assets.

6.2 The Purchaser acknowledges and agrees on behalf of itself and its Authorised Recipients that:

(a) the Information does not purport to be all inclusive and that no representation or warranty,
express or implied, has been or will be made by any member of the Seller's Group or any of
their respective directors, officers, employees, agents or advisers as to the accuracy,
reliability or completeness of any of the Information;

(b) no member of the Seller's Group shall:

(i) have any liability to the Purchaser or to any other person resulting from the use of
Information by the Purchaser or its Authorised Recipients; or

(ii) be under any obligation to provide further Information, update Information or

correct any inaccuracies in Information; and

(c) the Purchaser is responsible for making its own evaluation of the Information and it will rely
exclusively on the terms of any sale and purchase agreement which may be entered into in
relation to the Proposed Transaction.

This subparagraph does not exclude any liability for, or remedy in respect of, fraudulent
misrepresentation.

6.3 Save as expressly set out in this Agreement, the Purchaser acknowledges and agrees on behalf of
itself and its Authorised Recipients that no member of the Seller's Group shall have any duty of care
to the Purchaser or its Authorised Recipients or to any other person.

7. Non-solicitation

7.1 The Purchaser will not (and will procure that its employees, agents, advisers and any person acting
on its behalf will not), from the date of this Agreement and for a period of one year after the
return/destruction of Information pursuant to paragraph 5 above, directly or indirectly:

(a) encourage or seek to encourage any person who is (at the date of this Agreement or at any
time during discussions regarding the Proposed Transaction between the Seller and the
Purchaser and/or persons acting on their behalf) a director, employee, consultant or
individual seconded to work within the Target Group or any other member of the Seller's
Group and who is either:

(i) a director or senior/key employee of the Target Group to whom any Information
relates; or

(ii) a person who participates in the discussions contemplated by this Agreement,

to leave his current employment or to breach the terms of such employment, consultancy or
secondment; or

(b) make an approach of any kind to any person who is (at the date of this agreement or at any
time during discussions regarding the Proposed Transaction between the Seller and the
Purchaser and/or persons acting on their behalf) a customer, supplier, distributor, landlord,
tenant, licensor, licensee, agent, representative, sub-contractor or adviser of the Target Group
or any person whom the Purchaser knows has a business relationship of any kind with the
Target Group except:
 (i) with the prior knowledge and consent of the Seller; or

(ii) in the normal and proper course of its ordinary trading activities unconnected with
the Proposed Transaction or the receipt of any Information and then only for the
purposes of those activities,

and, without limiting the generality of the foregoing, the Purchaser will not encourage or
procure, or assist any other person to encourage or procure, any such person to cease, restrict
or vary their relationship with the Target Group or any other member of the Seller's Group.

7.2 The restrictions in subparagraph 7.1 shall not apply to the employment of any person following an
unsolicited approach by that person at his own instigation or in response to an advertisement placed
in the national, local or trade press or in response to an approach made by a headhunter without the
person having first been identified to the headhunter by or on behalf of the Purchaser.

8. Breach

8.1 Without affecting any other rights or remedies that members of the Seller's Group may have, the
Purchaser acknowledges that members of the Seller's Group may be irreparably harmed by any
breach of the terms of this Agreement and that damages alone may not necessarily be an adequate
remedy. Accordingly, the Purchaser hereby acknowledges without proof of actual damages that
injunctive relief, specific performance or other equitable relief in favour of the relevant member of
the Seller's Group is an appropriate and necessary remedy for breach of the terms of this Agreement.

8.2 The Purchaser agrees to indemnify each relevant member of the Seller's Group for any costs, claims,
demands, liabilities and expenses of whatever nature that such member may incur arising directly or
indirectly out of a breach of the Purchaser's obligations under this Agreement.

8.3 No failure or delay in exercising any right, power or privilege under this Agreement will operate as a
waiver of it, nor will any single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise of it or of any other right, power or privilege under
this Agreement or otherwise. No modification to this Agreement or any waiver granted by the Seller
in respect of any action taken by the Purchaser or its advisers shall be effective unless agreed in
writing by the Seller.

8.4 Nothing contained in this Agreement shall be construed as prohibiting any member of the Seller's
Group from pursuing any other remedies available to it.

9. Third parties

9.1 Any member of the Seller's Group may, with the prior written consent of the Seller, enforce the
terms of this Agreement against the Purchaser under the Contracts (Rights of Third Parties) Act
1999.

9.2 Notwithstanding the provisions of sub-paragraph 9.1, no consent is required from any member of the
Seller's Group (other than the Seller) for any variation (including any release or compromise in
whole or in part of any liability) or termination of this Agreement.

9.3 The Purchaser's obligations under this Agreement shall extend to protect each member of the Seller's
Group.

10. General

10.1 The obligations set out in this Agreement shall continue for three years from the date of this
Agreement and, in particular, they shall continue in full force and effect notwithstanding the
termination of negotiations or discussions between the Purchaser and the Seller, provided that upon
 completion of the acquisition of the Target Group by the Purchaser the Purchaser's obligations shall,
so far as they relate only to the Target Group Companies acquired, terminate.

10.2 If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall
(so far as it is illegal, invalid or unenforceable) be given no effect and shall be deemed not to be
included in this Agreement, but that shall not affect the legality, validity or enforceability of any
other provision of this Agreement.

10.3 The terms of this Agreement may not be varied or terminated without the prior written consent of the
Seller.

10.4 The Purchaser confirms that it is acting in this matter as principal and not as an agent for any other
person, and not with a view to the resale of the Target Group, or any member of it or any of its
businesses.

10.5 To the extent that any Information is covered or protected by legal advice, litigation, common
interest or any other applicable privilege or doctrine, disclosure of such Information to the Purchaser
or its Authorised Recipients does not constitute a waiver of any such privilege. The Purchaser agrees
to assert all such privileges in opposition to any request for disclosure of Information propounded by
any third party.

10.6 If so requested, the Purchaser shall furnish the Seller with a certificate of compliance with the terms
of this Agreement within 14 days of receiving such request.

11. Governing law and jurisdiction

11.1 This Agreement and the relationship between the parties shall be governed by English law.

11.2 Any non-contractual obligations arising out of or in connection with this Agreement, including any
non-contractual obligations arising out of the negotiation of the Proposed Transaction, shall be
governed by English law.

11.3 Any dispute arising out of or in connection with this Agreement, including any question regarding
the existence, scope, validity or termination of this Agreement or this clause, which has not been
resolved by negotiation between the parties within 30 calendar days after a party shall have notified
such dispute to the other party in writing shall be referred to and finally resolved by arbitration under
the Rules of London Court of International Arbitration (the “LCIA Rules”), which LCIA Rules are
deemed to be incorporated by reference into this clause. The tribunal shall consist of three
arbitrators, one arbitrator to be nominated by each party to the dispute (in case of the multiple
participants on the side of the plaintiff or the side of the claimant, such participants shall together be
considered as one party to the dispute) for appointment in accordance with the LCIA Rules, and the
third to be nominated jointly by the first two arbitrators, within 15 calendar days and shall serve as
Chairman of the tribunal. If either the claimant(s) or respondent(s) fail to appoint an arbitrator, or no
agreement is reached on the Chairman of the tribunal, within such 15 days, the LCIA Court shall
promptly appoint such arbitrator and/or the Chairman of the tribunal, as the case may be. The seat of
arbitration shall be London. The language of arbitration shall be English. Pursuant to and in
accordance with Article 28.4 of the LCIA Rules, the parties agree that, as a general principle, the
losing party of any arbitration shall pay all costs and expenses of the arbitration including all
reasonable costs, fees and expenses of the other party and the other party's counsel. Any award of the
arbitration tribunal shall be final and binding on the parties and each party hereby waives any right
of appeal, including any rights to make an application or to appeal to the English courts under
sections 45 and 69 of the English Arbitration Act 1996. The parties further agree that information
concerning the arbitration, including, without limitation, information concerning any arbitration
award, shall be treated as confidential and not disclosed to any third parties without the consent in
writing of all of the parties except as required by law. The parties agree that arbitration award may be
 enforced or entered in any court having jurisdiction and application may be made to such court for
an order of enforcement as the case may require.

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the date first above
written.

[Legal name of the Seller]

By...........................................................

Name:

Title:

[Legal name of the Purchaser]

By...........................................................

Name:

Title: