1.1 “Confidential Information” means all information which the Disclosing Party discloses to the Recipient Party in connection with the Engagement whether in written, electronic or any other form of medium in which such information may be kept, or in the course of any oral or written communications in relation to the Engagement, including:

1.1.1 all information relating to the strategy, financial or commercial affairs of the Disclosing Party;

1.1.2 all information relating to operations of the Disclosing Party; and

1.1.3 the existence, nature and status of the discussions between the Parties concerning the Engagement and the existence, nature and status of any documents created in relation thereto, except:

(A) any information that is already in the public domain or comes into the public domain otherwise than as a result of the Engagement; and

(B) already lawfully known to the Recipient Party at or before the time at which such Confidential Information is disclosed to the Recipient Party by the Disclosing Party.

1.2 “Disclosing Party” means, in relation to any information, a Party who discloses such information;

1.3 “Recipient” means, in relation to any information, the Party who receives such information under the Engagement;

1.4 “Engagement” means the discussions conducted between the Disclosing Party and Recipient Party.


 2.1 In consideration of the Disclosing Party allowing the Recipient Party access to Confidential Information for the Engagement, the Recipient Party agrees to keep the Confidential Information it receives from the Disclosing Party strictly confidential in accordance with the following terms:

2.1.1 The Recipient Party agrees to use the Confidential Information solely for the Engagement and agrees to keep the Confidential Information, its interest therein and its discussions with Disclosing Party in connection with the Engagement strictly confidential and secure and, subject to sub-clause 2.1.2 below, not to disclose the same to any person in any manner whatsoever (including by means of photocopy or other reproduction) without the prior written consent of the Disclosing Party.

2.1.2 The Recipient Party may disclose the Confidential Information without the prior written consent of the Disclosing Party to the extent that such Confidential Information is required to be disclosed where required or requested to do so by any competent authority.

2.1.3 The Recipient Party shall use or permit the use of the Confidential Information only for the purpose of evaluating, advising or performing in accordance with the Engagement and not for any other purpose.




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