Confidentiality agreement

CONFIDENTIALITY AGREEMENT Parties:

City Rail Link Limited (6267870) of Level 2, 25 Teed Street, Newmarket, Auckland (CRL Ltd) and __________________________________________ (Business Owner) (together, the Parties and individually a Party)

Background A. CRL LTD is the special purpose vehicle responsible for the planning and delivery of the City Rail Link Project (Project).

B. The Business Owner operates the business known as ________________________ (Business) under a commercial lease at ________________________Street, Auckland city.

C. The Parties are participating in discussions and consultation with each other in relation to the construction activities relating to the Project and their impact on the operation of the Business, including in relation to potential assistance measures that may be offered or provided to the Business Owner, which will involve the exchange of Confidential Information between the Parties.

D. The Parties have agreed to comply with this Agreement in connection with the disclosure and use of the Confidential Information.

AGREED TERMS 1.

DEFINITIONS Agreement means this Confidentiality Agreement.

Confidential Information means any information in oral, written, electronic or graphic form, or in any other form in which information may be stored or reproduced, and includes: (a)

all information in relation to the Project, including its effects or predicted effects on the Business, which is not in the public domain and which CRL LTD has identified as confidential or which a reasonable person would realise has been provided on a confidential basis;

(b)

all information in relation to the Business which is not in the public domain and which the Business Owner has identified as confidential or which a reasonable person would realise has been provided on a confidential basis;

(c)

the fact that discussions and consultation are taking place between the Parties concerning the Project and the possible impacts on the Business, including the potential assistance measures that may be offered or provided to the Business Owner as a result of those discussions; and

(d)

the existence and the terms of this Agreement.

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Representatives means in relation to each Party: (a)

its officers and employees that need to know the Confidential Information for the purposes of the Project;

(b)

its professional advisers or consultants who are engaged to advise that Party in relation to the Project;

(c)

its contractors and sub-contractors engaged by that Party in connection with the Project; and

(d)

any other person to whom the other Party agrees in writing that Confidential Information may be disclosed to in connection with the Project.

2.

CONFIDENTIALITY OBLIGATIONS

2.1

In consideration of the provision and receipt of the relevant Confidential Information, the Parties undertake that they will: (a) treat the Confidential Information as secret and confidential, including by taking all reasonable steps to prevent unauthorised persons gaining access to, learning of, or copying the Confidential Information; and (b) not communicate, publish or release any Confidential Information other than in accordance with the terms of this Agreement, except with the prior written consent of the other Party.

2.2

CRL LTD agrees that it and its Representatives will only use the Confidential Information for the purposes of the Project, including but not limited to any matters which relate to, either directly and indirectly, any potential assistance measures that may be offered or provided to the Business Owner.

2.3

The Business Owner agree that she/he/it and their Representatives will only use the Confidential Information for its interaction with CRL LTD and in respect of the Project and any discussions between the Parties.

3.

ACKNOWLEDGEMENT AND INADEQUACY OF DAMAGES

3.1

The Parties acknowledge that, subject to the court’s discretion, either Party may seek an injunction or similar remedy for any actual or purported breach of this Agreement.

4.

PERMITTED DISCLOSURE

4.1

The Business Owner may disclose the Confidential Information to its Representatives on that basis that it: (a) informs those Representatives of the confidential nature of the Confidential Information before it is disclosed; and (b) procures in writing that those Representatives agree to comply with the terms of this Agreement as if they were the Business Owner.

4.2

The Parties may disclose the Confidential Information if required by any court order, regulatory, judicial, statutory, government or similar body or the law.

4.3

Either Party may disclose the Confidential Information where required in order to respond to any claim or action, deemed or express, by the other Party in respect of the Project.

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4.4

Any Party disclosing the Confidential Information for the purposes set out in clause 4.2 above will give notice to the other Party of the disclosure and its circumstances, to the extent permitted by law, as soon as possible.

5.

RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

5.1

If requested by CRL LTD, the Business Owner must immediately return to CRL LTD, or destroy or delete as CRL LTD directs, all original documents and copies which: (a) are or contain Confidential Information; and (b) reproduce, are based on, utilise or relate to Confidential Information.

6.

DURATION OF OBLIGATIONS

6.1

This Agreement and the obligations contained in it shall have continuing effect even after the completion or cessation of the Project.

6.2

This Agreement shall not operate at any time in respect of information which was lawfully known to the Parties prior to being disclosed by the disclosing Party or has already lawfully entered the public domain.

Date:

Executed for and on behalf of City Rail Link Limited

sign here â–ş Authorised Signatory print name

Executed for and on behalf of _________________________________________ Name of Director in full

Name of Director in full

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