This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT dated

(the “Agreement”) BETWEEN:

XXX, whose principal place of business is located at XXXX (hereinafter, “Receiving Party”)

and

BPD Construction Limited (13465718), whose principal place of business is located at 110 Unit 12,
Hill Farm Road, TN15 7PX (hereinafter, “Company”)

in relation to:

Xxx presented by xxx (the “Development”)

(each a “Party” and collectively, the “Parties”)

RECITES:

A. The Parties consider it desirable for the Company to disclose Confidential Information to the
Receiving Party for the limited purpose of cost and programme advisory services (the
“Permitted Purpose”); and
B. The Parties wish to define herein the obligations of the Receiving Party with respect to the
handling and disclosure of Confidential Information that may be disclosed to the Receiving
Party by the Company in connection with the Permitted Purpose.

TERMS

In consideration of the mutual covenants and conditions set forth herein, the Receiving Party,
intending to be legally bound, agrees as follows:

1. Definitions

(a) “Business Information” includes, but is not limited to, information relating to intellectual
property, business plans, financial information, technical information, sources of supply,
strategic plans, advertising and marketing plans, purchase contracts and any other contracts.

(b) “Confidential Information” includes, but is not limited to, Company’s Intellectual
Property Information and Business Information whether or not reduced to writing or other
tangible expression, which Company may disclose to the Receiving Party; provided however
that Confidential Information shall not include any information which (i) was already known
to the Receiving Party prior to the time of disclosure by Company as evidenced by written
records, (ii) is available or becomes generally available to the public other than through a
breach of this Agreement by the Receiving Party, (iii) is acquired or received rightfully and
without confidential limitation by the Receiving Party from a third party, or (iv) is
independently developed by the Receiving Party without breach of this Agreement.

(c) “Effective Date” means the date written at the top of the first page of this Agreement;

(d) “Intellectual Property Information” includes, but is not limited to, information relating to
drawings, blueprints, specifications, notes, copyrights, applications.

2. The Receiving Party agrees that it shall only use Confidential Information for the Permitted
Purpose and for no other purpose whatsoever
3. The Receiving Party agrees to take all necessary and appropriate steps to keep confidential and
protect Confidential Information including:

(i) restricting access to all Confidential Information received from the other to those
employees who have a “need to know” and advising such employees of their obligations to
handle the Confidential Information with the same degree of care and prudence as they
would apply to the Receiving Party’s own information, to prevent a violation of this
Agreement; and

(ii) not using, disclosing, or allowing access to such Confidential Information by any third
party (other than professional advisers), except as authorized by Company in writing. The
Receiving Party further agrees to keep confidential the existence of this Agreement and that
it is meeting with or receiving information from Company, except as may be required by law.

4. The Receiving Party agrees it shall be liable for any breach of this Agreement by its employees,
employees of its affiliates or subsidiaries and by any consultant, agent, or other third party to whom
it has communicated Confidential Information.

5. If the Receiving Party becomes legally required to disclose Confidential Information, or any part
thereof, the Receiving Party will give Company prompt notice of such requirement to the extent that
the Receiving Party is legally able to do so. If Company waives compliance with any of the terms of
this Agreement or is unable, within a reasonable period of time, to obtain a protective order or
other appropriate remedy with respect to such disclosure of Confidential Information, then the
Receiving Party will disclose only that portion of the Confidential Information necessary to ensure
compliance with such legal requirement. Any Confidential Information that is disclosed pursuant to a
legal obligation shall maintain its confidential character if the disclosure does not result in the
information becoming generally known or available to third parties without restrictions on further
disclosure. The Receiving Party has the burden of proving the foregoing exceptions and must notify
Company within forty eight hours from the time of disclosure upon such exceptions.

6. The Receiving Party agrees that Confidential Information is and will remain the property of
Company and all such Confidential Information in tangible form and copies thereof will be returned
promptly to Company upon request, except that the Receiving Party may retain one copy of
Company’s confidential information for regulatory and risk management purposes provided that
such copy is securely maintained in a secure location at the Receiving Party’s principal place of
business or by the Receiving Party’s legal counsel. No use of such Confidential Information is
permitted except as provided in this Agreement, and the Receiving Party agrees not to rely upon, in
any manner, Confidential Information except as authorized by this Agreement. No grant of any of
Company's intellectual property rights, including any license implied or otherwise, is given or
intended to be given.

7. This Agreement will be effective as of the Effective Date, but will apply to any Confidential
Information disclosed to the Receiving Party by Company prior to such date. This Agreement shall
expire:

(a) as to subsequent disclosures of Confidential Information, on the later of one (1) year
from and after the Effective Date or one (1) years from the expiry or termination of any
other agreement between the Parties related to the supply of goods and/or services in
relation to the Permitted Purpose; and
 (b) as to any Confidential Information disclosed prior to the date of any termination under
subsection (a) above, for a further period of one (1) year from and after such date; provided
that this Agreement shall continue in full force and effect with respect to any Trade Secret
for such additional period as such information remains a Trade Secret.

8. The Receiving Party acknowledges that unauthorized disclosure or other violation, or threatened
violation of this Agreement by the Receiving Party could cause irreparable damage to Company. The
Receiving Party agrees that Company will be entitled to seek an injunction prohibiting the Receiving
Party from any such disclosure, attempted disclosure, violation or threatened violation. The
Receiving Party hereby indemnifies and holds Company harmless from and against all damages,
losses and costs (including reasonable attorneys’ fees) resulting from any such actual, attempted or
threatened unauthorised disclosure or violation.

9. Neither this Agreement nor anything disclosed or provided pursuant to this Agreement creates or
should be construed to create, in any manner, any obligation to enter into any contract or business
arrangement nor does it obligate either Party to purchase any service or item from the other or offer
for sale any products using or incorporating Confidential Information.

10. The Receiving Party agrees and acknowledges that neither Company nor its shareholders,
officers, employees, agents or advisors make any representation or warranty (express or implied) as
to the accuracy and completeness of Confidential Information except as may be expressly
represented or warranted in any subsequent agreement concluded between the Parties.

11. This Agreement may not be amended or modified, nor may any right or remedy of any Party be
waived, except in writing, signed by such Party. The waiver by any Party of the breach of any term or
provision hereof by any other Party will not be construed as a waiver of any other subsequent
breach.

12. The rights and obligations of the Parties pursuant to this Agreement shall be in addition to and
shall not derogate from either Party’s obligations under any other agreement between them. In the
event of any conflict between any provision(s) of this Agreement and those of any other agreement
between them, the more restrictive provision(s) shall apply.

13. This Agreement is governed by and will be construed in accordance with English law and the
parties agree that any dispute shall be subject to the exclusive jurisdiction of the courts of England
and Wales.

14. The Receiving Party affirms that the individual(s) executing this Agreement has the authority to
bind the Receiving Party to the terms hereof.

15. If any one or more of the provisions contained in this Agreement should be declared invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained in this Agreement shall not in any way be affected or impaired thereby so long
as the commercial, economic and legal substance of the transaction contemplated hereby are not
affected in any manner materially adverse to any Party. Upon such a declaration, the Parties shall
modify this Agreement so as to carry out the original intent of the Parties as closely as possible in an
acceptable manner so that the purposes contemplated hereby are consummated as originally
contemplated to the fullest extent possible.

16. An electronic copy or facsimile of a party’s signature shall be binding upon the signatory with the
same force and effect as an original signature.
We acknowledge receipt and agree to the terms of this Non-Disclosure Agreement

Signed by ______________________________ (Director) for and on behalf of the Receiving Party

Date: __________________