Investor Non Disclosure Agreement

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT

is made today

BETWEEN

AMN NEWS LIMITED t/a papersdirect

a company incorporated and registered in Scotland with company number SC338777

whose registered office is at 739 South Street, Glasgow G14 0BX

AND

{{ contact.firstname }} {{ contact.lastname }} of {{ contact.company }}

BACKGROUND

Each of the parties wishes to disclose to the other certain confidential information relating to its business for the purpose of enabling the parties to consider whether or not they wish to enter into a proposed contractual arrangement relating to a partnership for a home delivery, final mile solution Papersdirect.co.uk (the “Purpose”).

All such confidential information shall be disclosed and received subject to the terms and conditions of this Agreement.

It is agreed as follows:

1 The definitions in this clause apply in this Agreement.

Confidential Information: all information of whatever nature and in whatever form, format or medium, relating to a Discloser and/or its associated companies, whether or not such information is marked as being confidential or proprietary, and shall include without limitation information relating to the Discloser’s and/or such associated companies’ existing or potential clients, customers, employees, officers, inventions, products, designs, research and development, production, manufacturing and engineering processes, price lists or pricing structures, marketing and sales information, business plans or dealings and/or finances, together with the results of, and all notes relating to, any evaluation of such Confidential Information made by or on behalf of the Recipient.

Discloser: a party to this Agreement which (or an associated company of which) discloses or makes available Confidential Information directly or indirectly to the Recipient.

Recipient: a party to this Agreement which (or an associated company of which) receives or obtains Confidential Information directly or indirectly from the Discloser.

2 The Recipient acknowledges and agrees that all Confidential Information disclosed to it by the Discloser is confidential and proprietary to the Discloser and that the Recipient is bound by a strict duty of confidence in relation to that Confidential Information.

3 A Discloser’s Confidential Information shall not include information which:

3.1 at the time of receipt by the Recipient is in the public domain;

3.2 subsequently comes into the public domain through no fault of the Recipient or its officers, employees or agents;

3.3 the Recipient can prove was already in its possession at the time of disclosure by the Discloser and was not obtained directly or indirectly from the Discloser; or

3.4 the Recipient can prove has been lawfully received by it from a third party on an unrestricted basis without breach of this Agreement.

4 In consideration of the Discloser disclosing its Confidential Information to the Recipient, the Recipient undertakes that it shall:

4.1 ensure that the Discloser’s Confidential Information remains confidential at all times and is kept secure and protected against theft, damage, loss or unauthorised access;

4.2 not at any time use, disclose, exploit, copy or modify any of the Discloser’s Confidential Information other than as necessary in connection with the Purpose;

4.3 keep the Discloser’s Confidential Information physically separate from its own information (and any third party’s information held by it);

4.4 not use, reproduce, translate or store any of the Discloser’s Confidential Information in any externally accessible computer or electronic information system;

4.5 not remove any proprietary notices of the Discloser, its clients, customers or suppliers embodied in the Discloser’s Confidential Information;

4.6 not disclose to any person, without the Discloser’s prior written consent: (a) the fact that the Discloser’s Confidential Information has been made available to it or that it has inspected all or any part of the Discloser’s Confidential Information; (b) the fact that any discussions or negotiations are taking or have taken place concerning the Purpose or (c) any of the terms or conditions of, or any other information relating to, the Purpose; and

4.7 not make any contact with any of the Discloser’s directors, officers, employees, advisers, customers, suppliers or sub-contractors other than those persons expressly listed in a written notification from the Discloser to the Recipient permitting such contact and specifying any conditions to be met in making contact with such persons.

5 The Recipient may disclose the Discloser’s Confidential Information only to those of the Recipient’s officers, employees and professional advisers who reasonably need access to the same for the Purpose, and only on the basis that the Recipient ensures that such persons are made aware of and agree to comply with the confidentiality obligations set out in this Agreement as if they were party to it and the Recipient shall procure such compliance by them.

6 This Agreement shall not be deemed to grant the Recipient any licence or rights with respect to the Discloser’s Confidential Information other than as expressly set out in this Agreement, nor shall it create any obligation on the part of either party to disclose any of its Confidential Information to the other party. The Recipient understands and acknowledges that the Discloser makes no representation or warranty and accepts no liability in respect of the accuracy, completeness or usefulness of any of the Discloser’s Confidential Information.

7 Upon the written request from the Discloser at any time, and in any event on the conclusion of any discussions, meetings and/or contractual negotiations relating to the Purpose or on either party giving written notice to the other that it does not wish to proceed with the Purpose, the Recipient shall, in accordance with the Discloser’s written instructions, return to the Discloser or (if reasonable in the circumstances) destroy all of the Discloser’s Confidential Information then in the Recipient’s possession or control and if any Confidential Information is stored in electronic form the Recipient shall permanently erase it from all devices on which it is stored (to the extent technically practical). The Recipient shall not retain any copies of the Discloser’s Confidential Information provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Discloser’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

8 The Recipient shall immediately upon becoming aware of the same give notice to the Discloser of any unauthorised disclosure, misuse, theft or other loss of the Discloser’s Confidential Information, whether inadvertent or otherwise.

9 The use and/or disclosure by the Recipient of the Discloser’s Confidential Information shall not be a breach of this Agreement if and to the extent that such disclosure is required by law, regulation or order of a competent authority, provided that the Discloser is given reasonable advance notice of the intended disclosure by the Recipient and a reasonable opportunity to challenge the same.

10 This Agreement, and the confidentiality obligations contained in it, shall continue for a period of five (5) years from the date first written above.

11 The Recipient shall be liable for and shall indemnify, keep indemnified and hold harmless the Discloser against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by the Discloser which arise out of or in connection with, directly or indirectly, any breach of this Agreement by the Recipient, its officers, employees or professional advisers, including without limitation any losses or expenses arising out of any third party demand, claim or action (including any claim alleging infringement of third party rights).

12 The Recipient acknowledges and agrees that a breach by it of this Agreement may result in irreparable and continuing damage to the Discloser or its associated companies for which there may be no adequate remedy at law, and that in the event of any actual or threatened breach, the Discloser shall be entitled to apply for injunctive relief and such other and further relief as may be appropriate.

13 Any delay by a party in exercising any right under this Agreement or at law shall not constitute a waiver of such right.

14 If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15 No variation of this Agreement shall be effective unless in writing and executed by the parties or their authorised representatives.

16 This Agreement may be executed in counterparts or duplicates, each of which, when executed, shall constitute an original of this Agreement and such counterparts or duplicates together shall constitute one and the same instrument. No counterpart shall be effective until each party has executed at least one counterpart or duplicate.

17 The terms of this Agreement shall be governed by Scottish law and the parties submit to the exclusive jurisdiction of the Scottish Courts.

CONFIRMED by Rory O’Brien duly authorised for and on behalf of AMN NEWS LIMITED t/a papersdirect.

AND

duly authorised for and on behalf of

{{ contact.company }}