We refer to your interest in purchasing one or more businesses (whether companies or otherwise).

In this letter Confidential Information means certain information provided by us and/or our clients to

you, your representatives or advisers (orally in writing or by electronic transmission) that is either non

public, confidential or proprietary in nature which may include (without limitation):

• information relating to the financial, marketing, organisational and trading position of the business;
• descriptions of accommodation and values of homes;
• particulars of the usages of properties;
• levels of occupancy or fees earned in respect of residents;
• details of the names or medical particulars of any resident;
• information relating to the officers, directors or employees of the business including their terms
• and conditions of employment or engagement; or
• any other information which may from time to time be identified by us or our client as being of a confidential nature and as being subject to the terms of this letter.

In consideration of us and/or our clients agreeing to send to you, your representatives or advisers (orally, in writing or by electronic transmission) Confidential Information concerning care home businesses which may be available for purchase and agreeing to enter into discussions with you, you undertake to us (acting on our own behalf and on behalf of our clients):

1. that you, your employees and your representatives agree to keep strictly confidential any

Confidential Information that they, or any one of them, may acquire or be informed of during the course of discussions with us and/or our clients or through seeing any materials, documents, equipment, products, records and the like relating to our clients or their businesses;

2. to utilise the Confidential Information exclusively for the purpose of evaluating the business with a view to agreeing a contract for its purchase;

3. that the Confidential Information shall not be disclosed by you to any other third party without our prior written consent;

4. that you will whenever requested by us and in any event if the acquisition does not proceed delete or destroy or return to us any Confidential Information and any copies of it in whatever form;

5. that you will not make any announcement whatever or disclosure of your interest in the business or of your intention to acquire it or otherwise relating to any negotiations or proposed transactions relating to the business;

6. that you will not in any circumstances except with the owner’s consent:

1.1. communicate with the inspection or registration teams concerned with Registered

Homes;

1.2. contact, directly or indirectly any director, officer or employee of the business or telephone, fax, e-mail or attend the homes without prior written appointment with us;

1.3. undertake Local Searches at the Local Authority without the prior written approval of the owner’s solicitors;

7. for a period of 12 months from the date of receipt by you of Confidential Information relating to a business not to solicit or entice away from the business and procure that none of your subsidiaries shall solicit or entice away from the business any officer, manager or senior employee presently in the employment of the business whether or not such person knows of any of the Confidential Information or would commit a breach of his contract of employment by reason of his leaving the employment of the business;

8. to take care to prevent unauthorised access to the Confidential Information and where it includes personal data within the meaning of the Data Protection Act 1998 and to comply with the obligations under that Act.

You agree that the provisions of this letter are intended to impose an immediately binding legal obligation on you and (save as otherwise appropriately provided in this letter) will continue indefinitely unless you complete the acquisition of the relevant business in which event the undertakings in this letter will lapse. You further acknowledge that any breach of the provisions of this letter would result in serious damage being sustained by us and our clients and as a result you unconditionally agree to waive any rights you may have to oppose the granting of any equitable relief (including injunctive relief) sought by us or our clients in relation to any threatened or actual breach of the provisions of this letter.

Each provision of this letter (including each undertaking and each part of it) shall be construed separately and independently from each other and notwithstanding that such provision and/or undertaking (or part of it) may prove to be illegal or unenforceable the remaining provisions and undertakings of this letter shall continue in full force and effect.

The contents of this letter shall be governed by and construed in all respects in accordance with English law to the non-exclusive jurisdiction of whose Courts we shall be deemed irrevocably to have submitted.