Central Park Developments Limited

(In receivership)

(hereinafter referred to as the “Company”)

 

Colin Gaynor

Resolute Advisory

Suite 35

3 Marine Road

Dun Laoghaire

Co. Dublin

(in his capacity as receiver of the Company, and hereinafter as the “Receiver”)

 

16 July 2025

 

CONFIDENTIALITY AGREEMENT

 

Dear Sirs

 

I, the person accessing the Confidential Information (as defined below) and any person or legal entity on behalf of who/which I am acting (hereinafter the “Recipient”), have expressed an interest in potentially making an investment proposal and / or offer with respect to the assets of the Company (the “Potential Transaction”). The Receiver has agreed to furnish to the Recipient certain confidential information concerning the assets of the Company (collectively referred to as the “Business”) for the purposes of our consideration of the Proposed Transaction (the “Permitted Purpose”).

In consideration of the Receiver furnishing us with the Confidential Information (as defined in Clause 4) below, the Recipient hereby agrees with the Receiver as follows:

1. In this Agreement:

1.1            "Agreement” means this agreement;

1.2            “Confidential Information” means any information which might reasonably be considered to be of a confidential nature relating to the Company and / or the Business and/or the affairs of the Company and will include, without limitation:

(a)            commercial, business, financial, technical, operational, administrative, marketing or other information or data (including trade secrets, know-how, customer and supplier details, new products, prices, strategy, marketing, business opportunities and future plans for the development of the Business) in whatever form supplied or received (whether in oral, written, magnetic, electronic, digital or any other form) relating to the Company, the Business or the affairs of the Company (including, without limitation, any information memoranda, models or reports prepared by the Company and / or the Receiver (or on behalf of any of them) and provided to the Recipient in connection with the Potential Transaction (the “Reports”)) which is directly or indirectly disclosed or made available in connection with the Potential Transaction by the Receiver, or on the Receiver’s behalf, to the Recipient or any of the Recipient’s Representatives before or after the date of this Agreement;

(b)            copies, notes, analyses, compilations, studies, memoranda and other documents (whether hard copy or electronic) containing or reflecting such information; and

(c)            any confidential terms or facts relating to the Potential Transaction and the terms of any documentation relating to the Potential Transaction, including:

(i)               this Agreement;

(ii)             the fact that the Confidential Information has been made available by the Receiver to the Recipient;

(iii)            the Recipient’s interest in potentially acquiring the assets of the Company; and / or

(iv)           the fact that discussions or negotiations are or may be taking place or have taken place concerning the Recipient’s interest in the assets of the Company, including the conditions or other facts with respect to any such possible transaction, including the status thereof; and

1.3            “Recipient’s Group” means, together, the Recipient, the Recipient’s subsidiaries, the Recipient’s holding companies, and each subsidiary of each of the Recipient’s holding companies, in each case within the meaning given to such terms in the Companies Act 2014; and

1.4            “Recipient’s Representatives” means, together:

(a)            each member of the Recipient’s Group other than the Recipient; and

(b)            each of the directors, officers, employees of the Recipient and each other member of the Recipient’s Group; and

(c)            each of the professional, legal, financial and technical advisers or consultants of the Recipient and each other member of the Recipient’s Group; and

(d)            each of the investors in each member of the Recipient’s Group;

and “Recipient’s Representative” shall be construed accordingly.

2. The Recipient shall, and shall procure that the Recipient’s Representatives shall, at all times keep the Confidential Information secret and confidential and the Recipient shall not, and shall procure that the Recipient’s Representatives shall not, disclose in any manner whatsoever, in whole or in part, any Confidential Information, otherwise than with the prior written consent of the Company, acting at their sole, absolute and unfettered discretion and / or in accordance with this Agreement.

3. The Recipient shall not, and shall procure that the Recipient’s Representatives shall not, use the Confidential Information for any purpose whatsoever save for the Permitted Purpose.

4. The Recipient:

4.1            may disclose Confidential Information only to those of the Recipient’s Representatives who are directly concerned with the Recipient’s assessment and evaluation and, if necessary, the negotiation of the Potential Transaction and whose knowledge of the Confidential Information the Recipient reasonably considers to be required for that purpose;

4.2            at the request of the Receiver at any time, shall notify the Receiver in writing of the details of the Recipient’s Representatives to whom any Confidential Information has been disclosed by the Recipient or on the Recipient’s behalf;

4.3            shall procure that each of the Recipient’s Representatives to whom any Confidential Information is disclosed is made aware of, and complies with, the terms of the undertakings contained in this Agreement;

4.4            shall be responsible for any breach of this Agreement by any of the Recipient’s Representatives unless any such of the Recipient’s Representatives shall have entered into a confidentiality agreement with the Receiver on terms substantially the same as the terms of this Agreement;

4.5            upon any of the Recipient’s directors, officers or employees who are involved in and/or have knowledge of the Potential Transaction becoming aware that any of the Confidential Information has been disclosed to, or obtained by, a third party otherwise than as permitted by this Agreement, shall notify the Receiver of such unauthorised disclosure as soon as reasonably practicable, and provide the Receiver with full details thereof.

5. The obligation to maintain the confidentiality of Confidential Information (and to return or destroy Confidential Information) does not apply to Confidential Information that the Recipient can demonstrate:

5.1            is in, or comes into, the public domain other than as a result of a breach by the Recipient of this Agreement or as a result of any use or communication of any Confidential Information by any Representative in any manner inconsistent with the terms of this Agreement or through a breach by any other person of any other duty of confidentiality relating to that Confidential Information; or

5.2            was lawfully in the Recipient’s possession prior to its disclosure to the Recipient by the Receiver, or on the Receiver’s behalf, (as evidenced by the Recipient’s written records) and was made available to the Recipient by a third party which was not bound by an obligation of confidentiality or other legal or fiduciary obligation of confidentiality to the Receiver prior to it being made available to the Recipient by the Receiver, or on the Receiver’s behalf; or

5.3            the Recipient is required to disclose by any applicable law, or the regulations of a stock exchange on which the securities of the Recipient or any member of the Recipient’s Group are listed or quoted or of a regulatory authority, or by the order or ruling of a court or administrative body of competent jurisdiction, or a governmental department or governmental authority having jurisdiction over the Recipient.

6. If disclosure of Confidential Information is required for a purpose set out in Clause 5.3 then:

6.1            prior to such disclosure the Recipient shall, to the extent permitted by law, give the Receiver written notice of the Confidential Information that the Recipient proposes to disclose (being the minimum amount of information necessary to meet the Recipient’s obligations thereunder);

6.2            the Recipient shall, to the extent permitted by law, take into account any reasonable comments that the Receiver may have in relation to the content, timing and manner of despatch of the disclosure;

6.3            the Recipient shall, to the extent permitted by law, take such steps as the Receiver may reasonably require to enable the Receiver to mitigate the extent of, or avoid the requirement of, any such disclosure, including, to the extent possible, obtaining assurances as to confidentiality from the body to whom the Confidential Information is to be disclosed; and

6.4            if the Recipient is unable to inform the Receiver before any such Confidential Information is disclosed, the Recipient shall (to the extent permitted by law) use all reasonable endeavours to promptly inform the Receiver of the full circumstances of the disclosure or announcement and the Confidential Information that has been disclosed immediately after such disclosure or announcement is made.

7. The Recipient shall:

7.1            keep a record of the written Confidential Information furnished to us and of the location of such Confidential Information and a copy of such record will be made available to the Receiver on request;

7.2            keep the Confidential Information safe in a secure place and properly protected against theft, damage, loss and unauthorised access (including, but not limited to, access by electronic means) and, without prejudice to the foregoing, the Recipient shall take all reasonable steps and exercise all reasonable skill and care to keep the Confidential Information confidential and to exercise in relation to Confidential Information no lesser security measures and degree of care as the Recipient would apply to the Recipient’s own confidential information;

7.3            only make such copies of the Confidential Information as are reasonably necessary for the Permitted Purpose;

7.4            (and shall procure that the Recipient’s Representatives shall) immediately on the Recipient receiving a demand in written form from the Receiver (and as it may direct) to do so:

(a)            either (i) return all Confidential Information and all copies, reproductions or extracts thereof to the Receiver and/or (ii) confirm in writing to the Receiver that all such Confidential Information has been destroyed, except any Confidential Information destroyed in accordance with clause 7.4(c) below;

(b)            to the extent reasonably practicable, expunge all Confidential Information from any computer, word processor or other similar device whether or not in the possession of the Recipient or any of the Recipient’s Representatives; and

(c)            subject to clause 7.5, destroy all notes, analyses, compilations, studies, memoranda and other documents containing or reflecting or generated from any Confidential Information prepared by the Recipient or any of the Recipient’s Representatives and confirm to the Receiver that, to the best of the Recipient’s knowledge, information and belief, having made all proper enquiries, this undertaking has been complied with.

7.5            in circumstances where automated computer back-up procedures create copies of Confidential Information, be entitled to retain such copies for the period it normally archives backed-up computer records provided that those copies shall be subject to the provisions of this Agreement until they are destroyed;

7.6            be entitled to retain Confidential Information that the Recipient is required by applicable laws, insurance policies or regulations to retain for compliance purposes only, provided that any such retention will not be for any period longer than that required by such laws, insurance policies or regulations and also that any such Confidential Information retained will remain subject to the duties of confidentiality in relation to such Confidential Information contained in this Agreement; and

7.7            at the Company’s request, supply a certificate signed by a director of the Recipient or other authorised representative confirming that, to the best of his knowledge, information and belief, having made all proper enquiries, the requirements imposed on the Recipient by Clause 7.4 have been fully complied with.

8. The Recipient agrees and acknowledges that:

8.1            the Receiver does not make any express or implied representation or warranty as to the accuracy, reliability, completeness or otherwise of the Confidential Information and have no obligation to update or correct any inaccuracies in any information that may be provided to the Recipient or to any other person or entity on the Recipient’s behalf in connection with the Potential Transaction;

8.2            the Receiver expressly disclaims any and all liability that may be based on the Confidential Information, errors therein or omissions therefrom and the Receiver, or any of his respective officers, directors, shareholders, employees, agents, representatives, consultants or advisers will have any liability of whatever nature howsoever arising to the Recipient or the Recipient’s Representatives or any other person now or in the future resulting from the Recipient’s receipt or use of the Confidential Information (including, without limitation, the Reports) or the Recipient’s reliance on it;

8.3            it will be responsible for making its own assessment of the Confidential Information and of the information and data contained in any document made available to the Recipient or the Recipient’s Representatives in connection with the Potential Transaction;

8.4            neither this Agreement nor the supply of Confidential Information (or any other information provided in connection with the Potential Transaction) by the Company to the Recipient constitutes an offer by the Receiver to enter into any transaction with the Recipient or any of the Recipient’s Representatives, nor, except as may be otherwise agreed in writing in any legally binding documentation relating to the Potential Transaction, will any such information form the basis of any warranty or representation from the Company that may be relied upon by the Recipient or any of the Recipient’s Representatives;

8.5            the Receiver reserve the right in his sole and absolute discretion to reject any or all proposals or offers made by the Recipient or on the Recipient’s behalf and to terminate discussions and any negotiations with the Recipient at any time, without incurring any liability to the Recipient or the Recipient’s Representatives; and

8.6            the Receiver will not be under any obligation to accept any offer or proposal which the Recipient may make in respect of the Proposed Transaction.

9. The Recipient agrees and acknowledges that:

9.1            all rights in the Confidential Information are reserved by the Company and no rights or obligations other than those expressly recited herein are granted or to be implied by this Agreement; and

9.2            in particular, no license is hereby granted directly or indirectly in respect of any invention, discovery, patent, copyright or other industrial property right now or in the future, held, made or obtained by the Company; and

9.3            it will not at any time infringe, contest, dispute or question such right, title or interest nor assist others in doing so, directly or indirectly.

10. The Recipient hereby undertakes to indemnify and to hold harmless the Receiver against all costs, claims, damages, liabilities, charges, losses or expenses (including legal expenses) resulting from any breach or non-performance by the Recipient or the Recipient’s Representatives of any of their respective obligations under this Agreement.

11. The Recipient shall not, and the Recipient shall procure that each of the Recipient’s Representatives and each other member of the Recipient’s Group which is directly or indirectly involved in the Potential Transaction shall not, directly or indirectly for a period of 12 months commencing on the date of this Agreement:

11.1        solicit for employment in any capacity, offer employment to in any capacity, or enter into a contract for the services of any person who is at the date of this Agreement a director, officer or employee of the Company or any of them; or

11.2        encourage or seek to encourage any such person to leave his current employment or to breach the terms of such employment or consultancy.

12. The Recipient acknowledges and agrees that:

12.1        the undertakings in Clause 11 apply to actions carried out by the Recipient in any capacity and, whether directly or indirectly, on the Recipient’s own behalf, on behalf of any other person or jointly with any other person; and

12.2        the restrictions in Clause 11 are reasonable and necessary for the protection of the legitimate interests of the Company and the Business, but if any such restrictions are adjudged or held to be void, illegal or unenforceable for whatever reason, but would be valid in the event that the scope or extent of the restrictions was reduced, then those restrictions will apply with such modifications as may be necessary to make them valid and enforceable.

13. The Recipient agrees and acknowledges that:

13.1        because of the valuable nature of the Confidential Information, damages may not be an adequate remedy for a breach of any term of this Agreement; and

13.2        the Receiver may be entitled to the remedies of injunction, specific performance and other equitable relief for a threatened or actual breach of any term of this Agreement by the Recipient or any of the Recipient’s Representatives without proof of special damage,

14. The Recipient shall to the extent that any Confidential Information provided to the Recipient comprises any Personal Data:

14.1        comply in all respects with the provisions of the Data Protection Acts 1988 to 2018, the General Data Protection Regulation (EU) 2016/679, the e-Privacy Directive 2002/58/EC (or successor thereto) and any national implementing law, regulations and secondary legislation, as amended or updated from time to time, in Ireland (“Data Protection Legislation”) in connection with the processing of such Personal Data (the terms “processing” and “Personal Data” having the meaning given to such terms in Data Protection Legislation from time to time); and

14.2        not transfer Confidential Information comprising Personal Data outside the European Economic Area.

PROVIDED ALWAYS THAT nothing contained in this Agreement will be construed as prohibiting the Company from pursuing any other remedies available to the Company for a breach or threatened breach of any term of this Agreement.

1. Any notice or other communication to be given under or for the purposes of this Agreement must be in writing and will be treated as properly served or given if hand delivered or sent by registered post to the relevant person at their address (or such other address as that person may have designated in writing from time to time to the person giving the notice).

2. Any such notice or other communication will be deemed to have been received by the recipient at the time of delivery if by hand or by email or, in the case of a letter which is sent by registered post, on the second day after posting (or on actual receipt, if earlier).

3. The Recipient shall not, and shall procure that the Recipient’s Representatives shall not, communicate with any officer, employee, consultant, exclusive customer or supplier of the Company for the Permitted Purpose or otherwise without the prior written consent of the Receiver.

4. The obligations contained in this Agreement will continue until such time as they are disapplied, in whole or in part, by virtue of any legally binding agreement between the parties with respect to the Potential Transaction. Without prejudice to Clause 7 in the event that the parties do not enter into such an agreement, the obligations and limitations contained in this Agreement will continue in force and effect for a period of five years from the date of this Agreement.

5. This Agreement is personal to the Recipient and may not be assigned or transferred by the Recipient to any third party without the prior written consent of the Receiver.

6. The Recipient confirms that it is acting as principal and not as a representative or agent for any other person.

7. No variation of this Agreement will be effective unless in writing and signed by or on behalf of each of the parties.

8. This Agreement may be executed in any number of counterparts and by the different parties to this Agreement on separate counterparts, each of which, when executed and delivered, will constitute an original, but all the counterparts will together constitute but one and the same instrument.

9. The Recipient agrees that neither the Receiver is not under any obligation to reimburse any costs and expenses that the Recipient or the Recipient’s Representatives or any member of the Recipient’s Group may incur in connection with the discussions relating to the Potential Transaction or the review of the Confidential Information or any other information provided in connection with the Potential Transaction.

10. The rights and remedies provided by this Agreement to the Receiver are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to them. No neglect, delay or indulgence by the Receiver in enforcing any provision of this Agreement will be construed as a waiver and no single or partial exercise of any right or remedy will affect or restrict the further exercise or enforcement of any such right or remedy.

11. Each of the terms of this Agreement are severable and distinct from the others and, if any provision is, or, at any time becomes, to any extent or in any circumstances invalid, illegal or unenforceable for any reason, that provision will to that extent be deemed not to form part of this Agreement but the validity, legality or enforceability of the remaining parts of this Agreement will not be affected or impaired, it being the parties’ intention that every provision of this Agreement will be and remain valid and enforceable to the fullest extent permitted by law.

12. This Agreement is entered into for the benefit of the Receiver. Nothing in this Agreement shall compel the Receiver to provide the Recipient with all information requested and the Receiver shall be entitled at his discretion to decline to supply the Recipient with any information.

13. Access to the Confidential Information and any other information provided in connection with the Potential Transaction is granted to the Recipient and the Recipient’s Representatives without waiver by the Receiver of confidentiality and/or legal professional privilege and/or common interest privilege that attaches to any such information. The Recipient acknowledges and agrees that neither the Recipient nor the Recipient’s Representatives will knowingly, at any time, waive, assign or compromise privilege or confidentiality in relation to the Confidential Information in any way.

14. The Recipient acknowledges and agrees that the Receiver is acting solely in his capacity as Receiver of the Company and nothing herein shall be constructed as creating any personal liability on his part or of his firm or any member of the firm’s staff.

15. This Agreement constitutes the entire agreement and understanding of the parties in respect of the subject matter of this Agreement and supersedes all prior and written agreements, understandings and arrangements between the parties relating to the subject matter of this Agreement.

16. This Agreement and any dispute arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims (“Dispute”) shall be governed by and construed in accordance with the laws of Ireland. Each of the parties irrevocably agrees that the courts of Ireland are to have exclusive jurisdiction to settle any Dispute and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Deed (the “Proceedings”) shall therefore be brought in the courts of Ireland. Each of the Parties irrevocably waives any objection to Proceedings in the courts referred to in this Clause 30 on the grounds of venue or on the grounds of forum non conveniens.

 

YOU SHOULD READ THIS AGREEMENT CAREFULLY AND ENSURE YOU UNDERSTAND IT. 

BY CLICKING ON THE ACCEPT BUTTON ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT

IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD NOT CLICK THE ACCEPT BUTTON.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION.