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By accessing Pinkertons Website and in consideration of our making available to you and your advisers certain information you hereby agree and undertake that:

1. All information of whatever kind received by you or by any of your advisers or agents whether orally, in writing or by observation containing or consisting of material of a technical, operational, administrative, economic, marketing, planning, business or financial nature (including, without limitation all estimates, forecasts and projections) or in the nature of intellectual property of any kind relating to the business, including the existence and content of this Website (the Confidential Information) shall be held in complete and strict confidence by you and by your advisers, and shall not, without prior consent, be disclosed to any other person, nor used for any purpose, other than in connection with the evaluation and negotiation of any Proposed Transaction.
   
   This agreement shall not apply to Confidential Information which can be demonstrated by written substantial evidence.
   
   1. at the time of disclosure is within the public domain;
   2. after disclosure comes into the public domain, other than by means of a breach of the Agreement; or
   3. was within your possession prior to its being furnished to you provided that the source of such Confidential Information was not subject to any agreement or other duties relating to confidentiality in respect thereof.
2. You shall use any Confidential information solely for the purpose of your (and your professional advisers) appraisal of Homes and negotiations for your possible acquisition of Care Homes.
   
   The provisions of this Website relate to all Confidential Information provided to you in the course of discussions and not merely any Confidential Information provided to you in the future.
   
   You shall not use any of the Confidential Information in any way which is or may be detrimental to our clients or us. In particular, you shall not procure that any party affiliated to you whether individual, company, trust or other entity without limitation and wherever resident and regardless of jurisdiction, will not, at any time, use any of the Confidential Information:
   1. to solicit any officer or employee of the Care Home or our clients with a view to his or her engagement; or
   2. to solicit any supplier or customer of the Care Home or our client.
3. 1. No announcement or disclosure of your interest in any proposed transaction will be made or solicited by you or on your behalf without prior written consent.
   2. You confirm that you are acting as principal in this matter and that you will not use the Confidential Information except for the express purpose of appraising the business which may be the subject of the proposed transaction.
4. You and your advisers will as soon as practicable, on receipt of written request from us:
   1. promptly return to us all Confidential Information (and all and any copies thereof or any part thereof)
   2. expunge all Confidential Information from any computer or similar device into which it was programmed by you
   3. destroy all notes, analysis or memoranda containing Confidential Information created by you or on your behalf; and
   4. confirm to us in writing that this has been done.
5. You will not take or make copies or reproduce the Confidential Information or any part thereof or authorise any other person to do so without prior written consent except for the purposes and on the terms specified in clause A2.
6. 1. Without prior consent neither you nor your advisers will, directly or indirectly, initiate or accept or engage in any discussions or contact of any kind with the staff or employees of any business or any other party having any actual or prospective connection with any of the homes offered through this Website or direct from the offices of Pinkertons.
   2. Without prior written consent neither you nor your advisors will directly or indirectly initiate or accept or engage in any discussions or contact of any kind at any time with the Registering Authorities or Social Services in connection with any of the homes offered through this Website or direct from the offices of Pinkertons.
7. You will indemnify our clients on demand from and against all claims, costs, expenses, loss or damage, (including but not limited to legal costs) which may arise directly or indirectly from the unauthorised disclosure or use of any Confidential Information by you, your directors, employees, agents, advisors or representatives or from any other breach of terms of this Website.

These terms and conditions constitute your acknowledgement and agreement that:-

1. Neither our clients or ourselves make any representation or warranty (whether express or implied) or shall have any responsibility or liability in respect of any Confidential Information or any other information supplied to you or your advisers of its accuracy or completeness or for any other matter concerning the Care Home and no representation is made or is to be implied that any information provided will remain unchanged.
   
   No document or information made available to you or your advisers will constitute an offer or invitation or form the basis of any contract. Pinkertons and their clients shall be entitled at any time to decline to provide or to continue to provide any Confidential Information to you or your advisers.
2. Pinkertons do not make or give nor any person in their employment has any authority to make or give any representation or warranty in relation to any property/business. All particulars are supplied on the understanding that the property/business is still available and all negotiations are conducted through Pinkertons. The information is believed to be correct but it is not guaranteed and does not form the basis of any contract.
3. No failure or delay by our clients or their advisers in exercising any right power or privilege under this Agreement shall operate as a waiver thereof. The terms and conditions may be waived or modified only by agreement in writing between you and us.
4. The obligations,agreements, undertakings, restrictions and indemnity herein contained shall continue to apply notwithstanding the termination of discussions between us.