This is a mutual confidentiality agreement. It means:

•      You will keep confidential anything we share with you (listings, information memoranda, financials, buyer or seller identities, introductions we make to you).

•      We will keep confidential anything you share with us (your plans to sell or buy, your financials, your identity where relevant, the details of your clients if you are an introducer).

•      Neither of us will use the other's confidential information for anything other than the matter we are discussing.

•      If either of us introduces the other to someone (a buyer, a seller, a client, a co-adviser), neither of us will go around the other to work with that person directly. For twelve months.

The summary above is for guidance only. The terms below are the legally binding part.

BETWEEN: 

(1) James Dixey Limited

James Dixey Limited, a company registered in England and Wales under company number 08813209, with its registered office at Delendale House, 37 Old Dover Road, Canterbury, CT1 3JF

(2) Counterparty

The other person or company which enters into this Agreement.

Each a “Party” and together the “Parties”.

Background

The Parties are in discussions with a view to exploring a business relationship in connection with the sale, acquisition, valuation, or marketing of one or more private businesses in the sectors in which James Dixey Limited operates (education, care, safety and compliance, and other regulated services) — whether those discussions concern a specific transaction, a continuing seller, buyer or introducer relationship, or general market engagement (the "Purpose"). In connection with the Purpose, each Party may disclose confidential information to the other, and the Parties wish to record the terms on which they will do so.

Agreed Terms

1. Definitions

1.          “Confidential Information” means any information disclosed by or on behalf of one Party (the “Discloser”) to the other (the “Recipient”) in connection with the Purpose, in any form (oral, written, visual, electronic, or otherwise). It includes, without limitation: the identity of any business that is, or may be, for sale; the identity of any prospective buyer, seller, investor, or introduced counterparty; any teaser, information memorandum, management presentation, data-room document, financial statement, forecast, valuation, or fee arrangement; details of a business's customers, suppliers, employees, pupils, residents, or beneficiaries; and the fact and content of the Parties' discussions.

2.          “Representatives” means, in relation to a Party, its directors, officers, employees, professional advisers (including accountants, solicitors, and tax advisers) and, in the case of a corporate or fund buyer, its investors and committed funding sources — in each case to whom disclosure of Confidential Information is necessary for the Purpose.

2. Mutual obligations of confidence

Each Party, as Recipient, agrees that it will:

•      treat all Confidential Information it receives as strictly confidential;

•      use the Confidential Information solely for the Purpose, and for no other purpose;

•      not disclose Confidential Information to any person other than a Representative who needs to know it for the Purpose, and only after that Representative has been informed of, and has accepted, obligations of confidence consistent with this Agreement;

•      take reasonable precautions to keep the Confidential Information secure, including storing it on systems to which access is appropriately controlled;

•      be responsible for any breach of this Agreement by any of its Representatives as if it were the Recipient's own breach.

3. No circumvention

Where one Party (the "Introducing Party") introduces the other Party to a person in connection with the Purpose — including a prospective buyer or seller, a business that is for sale, a target, a commercial counterparty, a client, or a co-adviser (an "Introduced Person") — the other Party shall not, for a period of 12 months from the date of the introduction, without the Introducing Party's prior written consent:

•      contact, approach, or solicit the Introduced Person in connection with the Purpose or a substantially similar transaction, other than through the Introducing Party; or

•      seek to complete a transaction with the Introduced Person on a basis designed to avoid or reduce any fee, commission, or other remuneration that would have been payable to the Introducing Party had the transaction been completed through it.

The Parties acknowledge that this clause 3 is reasonable given the investment each makes in originating introductions and opportunities. Nothing in this clause prevents either Party from dealing with any person with whom it had a pre-existing relationship, evidenced by records kept in the ordinary course of business, before the introduction.

4. Permitted disclosures

The Recipient may disclose Confidential Information:

•      to the extent required by law, by a regulator, by a stock exchange, by a court of competent jurisdiction, or by a binding order of a government or regulatory authority; and

•      in order to establish, exercise, or defend legal rights.

Where permitted by law and reasonably practicable, the Recipient shall give the Discloser prompt written notice of any such requirement, shall cooperate with the Discloser in seeking a protective order or other remedy, and shall disclose only that Confidential Information that it is strictly required to disclose.

5. Exclusions

The obligations in this Agreement do not apply to information which:

•      is or becomes generally available to the public other than as a result of a breach of this Agreement;

•      the Recipient can demonstrate was already in its possession (without obligation of confidence) before it was disclosed under this Agreement;

•      is received by the Recipient from a third party who, to the Recipient's reasonable knowledge, is not under an obligation of confidence in respect of that information; or

•      is independently developed by the Recipient without reference to any Confidential Information.

6. Return or destruction

If the Parties decide not to proceed with the Purpose, or on the written request of the Discloser at any time, the Recipient shall promptly (and in any event within 10 business days):

•      return all Confidential Information of the Discloser in its possession, together with all copies; or, at the Discloser's option, destroy that Confidential Information; and

•      certify in writing that it has done so,

save that the Recipient may retain (a) copies to the extent required by law, by a regulator, or by the Recipient's bona fide document-retention policy, and (b) electronic back-ups created in the ordinary course of IT operations — in each case subject to continuing confidentiality under this Agreement.

7. No warranty, no offer

Confidential Information is provided on an "as is" basis. Neither Party makes any representation or warranty, express or implied, as to its accuracy or completeness. Nothing in this Agreement, and no disclosure of Confidential Information under it, constitutes an offer, an acceptance, or an obligation on either Party to enter into any further contract or to continue discussions. Any transaction between the Parties, or between one Party and a person introduced by the other, is subject to contract.

8. Remedies

Each Party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement, and that the other Party shall be entitled, without prejudice to any other rights or remedies, to seek injunctive or other equitable relief in respect of any actual or threatened breach.

9. Term

This Agreement comes into force on the date of the last signature below and continues for a period of three years from that date. The restriction in clause 3 (no circumvention) applies for the period stated in that clause.

10. Data protection

Each Party will comply with applicable data protection laws in respect of any personal data it handles under this Agreement. James Dixey Limited's handling of personal data is described in its Privacy Notice, available at www.jamesdixey.co.uk.

11. No agency or partnership

Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. In particular, where James Dixey Limited is acting for a seller of a business, it acts for the seller as its principal and not for any other Party to this Agreement.

12. General

3.          Entire agreement. This Agreement sets out the entire agreement between the Parties in relation to its subject matter and supersedes any prior understanding or agreement on that subject matter. It does not affect any subsequent, specific engagement letter, NDA, or other agreement that the Parties enter into in connection with a particular transaction, which will prevail to the extent of any conflict.

4.          Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, save that either Party may assign this Agreement to a successor in title to substantially the whole of its business.

5.          Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remainder of the Agreement shall continue in force.

6.          Third parties. A person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

7.          Counterparts and electronic signature. This Agreement may be executed in counterparts, and signatures delivered by electronic means — including click-to-sign acceptance on a website, DocuSign, or a scanned signature sent by email — are effective for all purposes and shall constitute an original.

13. Governing law and jurisdiction

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.