CONFIDENTIALITY AGREEMENT

 

THIS AGREEMENT is made on [                               ]  2025

 

BETWEEN

 

1.         Christie Owen & Davies Ltd (trading as Christie & Co), incorporated under the laws of England and Wales with registered number 453594 and having its registered office at Whitefriars House, 6 Carmelite Street, London, EC4Y 0BS,and HMH Golf & Leisure, incorporated under the laws of England and Wales with registered number 3001994 and having its registered office at 22 Wycombe End, Beaconsfield, Buckinghamshire HP9 1NB(together as "Providers"); and

 

2.         [                                 ] incorporated under the laws of [           ] with registered number [       ] and having its registered office at [                                                                              ], (the "Recipient").

 

 

WHEREAS

 

A                 The Recipient is interested in acquiring the following limited company incorporated in the British Virgin Islands ("Company") from Robin Bidco 2 Limited a Company incorporated under the laws of Jersey with Company number 156335 whose registered office is at 2nd Floor Sir Walter Raleigh House, 48-50 Esplanade St. Helier Jersey, JE2 3QB (the "Seller").

(i)               Robin Worsley Park Ltd

B                 The Company holds real estate interest in the following property (“Property”)

(i)               Delta Manchester Worsley Park Country Club, Worsley, Manchester

C                The Providers are the agent of the Seller in relation to the sale of the Company and as a consequence the Providers have in their possession certain information relating to the Company and the Property.

D                In consideration of the Providers and their Representatives (as defined below) making available Confidential Information (as defined below) to the Recipient, the Recipient agrees and undertakes on the terms of this Agreement.

 

IT IS HEREBY AGREED AS FOLLOWS:

 

1                 Definitions and interpretation

 

1.1             In this Agreement:

"Affiliate" means, in relation to a person, each or any other person who for the time being directly or indirectly controls, is controlled by or is under common control with such person, and control for these purposes means:

(a)              holding the majority of the voting rights or share capital of such person; or

(b)              otherwise having the power to direct the management and policies of such person.

"Confidential Information" means

(a)              information of whatever nature and in whatever form (including in written, oral, electronic and visual form) relating to the Company, the Property, the Seller and the Seller's group, including without limitation all Property, tenancy, financial, technical, operational, commercial, administrative, marketing, planning, staff, management, economic information and other information, data, experience and know-how (whether written, oral, pictorial or in any other form) and which is either directly or indirectly disclosed to the Recipient or the Recipient's Representatives by the Providers or its Representatives, or by the Seller or its Representatives;

(b)              any analyses, reports, studies, notes or other materials which contain or otherwise reflect or are generated from any of the information specified in limb (a);

(c)              the existence and contents of this Agreement; and

(d)              the fact that the Recipient is considering purchasing the Company, the Property or interest in Property;

"Representatives" means all directors, officers, employees, agents, auditors, representatives, advisers, lawyers, accountants, consultants, financial and other professional advisers, and the singular shall mean any of them; and

"Third Party" means each or any of the Sellers, the Company and their Affiliates.

 

1.2             In this letter (unless the context requires otherwise):

(a)              including, includes or in particular means including, includes or in particular without limitation;

(b)              written or writing includes any method of representing or reproducing words in a legible form;

(c)              any reference to a person includes an individual, Company, corporation, body corporate, partnership, unincorporated association or authority (whether or not having a separate legal personality); and

(d)              the singular includes the plural and vice versa.

 

2                 Confidentiality

2.1             Until the expiry of a period of 2 years from the date of this Agreement the Recipient acknowledges that the Confidential Information is confidential and is received by it under a duty of confidentiality to the Providers and the Recipient undertakes as follows:

(a)              that it will keep confidential all Confidential Information received by it;

(b)              that it will not disclose any Confidential Information to any person other than:

(i)               such of its directors, officers and employees as reasonably need to know the same for the purposes of determining whether it wishes to purchase the Company, the Property or interest in Property; and

(ii)              such of its Representatives as it may notify to the Providers from time to time;

(c)              it will only use the Confidential Information for the purpose of evaluating whether it wishes to purchase the Company, the Property or interest in Property; and

(d)              that it will procure such of the Recipient's Representatives that receives Confidential Information pursuant to clause 2.1(b)(ii) to:

(i)               keep confidential all Confidential Information received by it;

(ii)              not disclose any Confidential Information to any person other than such of its directors, officers and employees as reasonably need to know the same for the purposes of determining whether it wishes to purchase the Company, the Property or interest in Property; and

(iii)             only use the Confidential Information for the purpose of evaluating whether it wishes to purchase the Company, the Property or interest in Property.

2.2             The agreements and undertakings contained in this Agreement shall not apply to Confidential Information:

(a)              which, at the date of its disclosure to the Recipient, is already public knowledge, or which subsequently becomes public knowledge other than as a result of a disclosure in breach of the terms of this Agreement by the Recipient; or

(b)              which is lawfully in the Recipient’s possession prior to it being furnished to it by the Providers or its Representatives, or by the Seller; or

(c)              which is received from a third party who is not prohibited from transmitting such information by a contractual, legal or fiduciary obligation; or

(d)              to the extent that disclosure is required by any applicable law or order of a court of competent jurisdiction or by any supervisory or regulatory body.

2.3             In the event that the Recipient or any of its Representatives are requested or required by a governmental authority to disclose any Confidential Information, the Recipient will give the Providers, to the extent not prohibited by law, rule or regulation or court or administrative order, prompt written notice of such request or requirement so that the Providers may seek an appropriate order or other remedy protecting the Confidential Information from disclosure. The Recipient will cooperate with the Providers in the Providers’ efforts to obtain an order or other assurance that confidential treatment will be accorded such Confidential Information.

2.4             No rights or licence in the Confidential Information shall be conferred on the Recipient or Recipient's Representatives except as set out in this letter.

 

3                 Approaches

3.1             The Recipient shall ensure that all communications regarding the Proposed Transaction and all requests for Confidential Information are directed to Jeremy Jones (Jeremy.jones@christie.com) and Tom Marriott (Tom@hmhgolf.com) (or to such other persons as the Providers may nominate in writing) and to no other person.

3.2             Save for communications permitted by clause 3.1, the Recipient shall not, and shall procure that its Representatives shall not, in connection with the Proposed Transaction, have any contact of any kind with any lender, employee, customer or supplier of the Company.

3.3             During the course of negotiations between the parties and their respective Representatives in relation to the Proposed Transaction and, if such negotiations cease, for a period of 12 months thereafter, the Recipient shall not and shall procure that its Affiliates shall not:

(a)              solicit or offer to employ or engage any person who at any time during the course of negotiations between the parties or their respective Representatives is working for the Seller or its Affiliate (whether as an employee, consultant or independent contractor) either in an executive or managerial capacity or who is involved in negotiations relating to the Proposed Transaction, whether or not such person would breach his or her contract with the Seller or the Seller's Affiliate as a result;

(b)              solicit, seek the custom of, or deal with any distributor, agent or supplier of the Seller or the Seller's Affiliates in relation to goods or services which are similar to goods or services supplied by or to the Company or Property; or

(c)              encourage or assist any distributor, agent, customer or supplier of the Seller or the Seller's Affiliates, in relation to goods or services which are similar to goods or services supplied by or to the Company or Property, to restrict, vary or cease that relationship.

3.4             Nothing in clause 3.3(a) shall prevent the Recipient or the Recipient's Affiliates from employing or engaging any person who responds to a recruitment advertisement or is recruited through an employment agency provided that such response or recruitment was not solicited or induced directly or indirectly by the Recipient or the Recipient's Affiliates.

 

4                 Marriott

The Recipient shall not, and procures that its Representatives shall not, in connection with the Proposed Transaction, have any contact of any kind with Marriott Hotels Limited, its Representatives, its Affiliates and its Affiliates' Representatives.

 

5                 Landlord

The Recipient shall not, and procures that its Representatives shall not, in connection with the Proposed Transaction, have any contact of any kind with the landlord or superior landlord of the Property, or their Representatives.

 

6                 General

6.1             The Recipient further acknowledges and agrees that:

(a)              damages may not be an adequate remedy for a breach of the terms of this Agreement and that the Providers shall be entitled to seek any equitable or injunctive relief in relation to any breach or suspected breach of the agreements and undertakings herein contained;

(b)              if any provision of this letter is prohibited or unenforceable in any jurisdiction in relation to the Recipient or the Providers, the prohibition or unenforceability will not invalidate the remaining provisions or affect the validity or enforceability of the provision in relation to any other party or in any other jurisdiction;

(c)              the Recipient will pay its own costs and expenses in connection with this Agreement and all discussions and negotiations relating to the Company and Property with the Providers;

(d)              it shall not assign, transfer or otherwise deal with all or any of its benefits, rights or obligations under this letter;

(e)              it shall not, and shall procure that the Recipient's Representatives not, disclose or transfer or permit the disclosure or transfer of any Confidential Information comprising information relating to an identified or identifiable natural person to any country or territory outside the UK and European Economic Area; and

(f)               it will, and will procure that each of its Representatives will promptly on written request from the Company:

(i)               destroy or return to the Providers (at the Recipient or its election) all hard copy documents and other materials containing Confidential Information held by it without keeping any copies; and

(ii)              take all reasonable steps to permanently delete all Confidential Information from any computer or other device in its possession or control;

(g)              neither the Company, the Seller nor their Representatives make or give any warranty or representation, express or implied, as to the accuracy, reliability or completeness of any Confidential Information;

(h)              neither the Company, the Seller nor their Representatives will be responsible or liable to the Recipient or to any other person in respect of Confidential Information provided to the Recipient or its use, nor are the Company, the Seller or its Representatives obliged to provide further information, update the Confidential Information or correct any inaccuracies; 

(i)               each Third Party shall be entitled to the benefit of and to enforce the terms of this letter in accordance with the Contracts (Rights of Third Parties) Act 1999;

(j)               except as provided in clause 6.1(i) , a person who is not a party to this letter shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This paragraph does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act;

(k)              neither the Confidential Information nor anything else in this letter shall constitute an offer or invitation to the Recipient, nor will any such information form the basis of any contract; and

(l)               the construction, validity and performance of this Agreement shall be governed by English Law and the Recipient hereby submits to the exclusive jurisdiction of the Courts of England.

 

 

IN WITNESS WHEREOF this Agreement has been entered into on the date first written above.

 

 

Signed by the Providers by an authorised signatory	………………………………       …………………………………. Name and Title                        Signature
Signed by [                        ] by an authorised signatory	………………………………       …………………………………. Name and Title                        Signature