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Annex 3 – Confidentiality Agreement

Please copy, complete all sections marked in blue and print off on Supplier Letterhead, deleting
this text

CONFIDENTIALITY AGREEMENT

[On the contractor's letterhead]

[Date]
European Bank for Reconstruction and Development
One Exchange Square, London, EC2A 2JN

Ladies and Gentlemen:

1. The [insert the name of the contractor] (the "Company") is considering a project involving the
supply and installation of Anti-Shatter (Bomb) Film for Resident Offices (the "Project") with
the European Bank for Reconstruction and Development (the "EBRD"). The Company
understands that the EBRD is willing, subject to execution of this confidentiality agreement
(the "Agreement") in its favour, to furnish the Company with certain non-public, proprietary
information concerning the business, operations, assets, finances and technical know-how of
the EBRD (the "Information").
2. In consideration of the EBRD providing the Information to the Company, the Company hereby
agrees to treat as confidential all Information about the Project or the EBRD which is contained
in:- (i) documents delivered or made available to the Company marked "Confidential" on the
cover; (ii) electronic data delivered or made available to the Company which indicate clearly
and conspicuously that the data are confidential; and (iii) electronic data delivered or made
available to the Company where the EBRD advised the Company that its content is
confidential.
3. The Company agrees all Information shall be and remain the property of the EBRD. The
Company shall not, without the EBRD's prior consent, use such Information other than for the
purpose of the Project or for such other specific purpose as may be specified at the time of
disclosure by the EBRD. The Company will not disclose the Information to any person without
the consent of the EBRD other than its Company's directors, officers and employees who are
considered appropriate to direct, assist or participate in the Project. The Company shall hold in
the strictest confidence, and shall not make and shall not permit any of its directors, officers and
employees to make any reference to this Agreement save with the prior written consent of the
EBRD. The Company further undertakes that, without the prior written consent of the EBRD,
neither it or its directors, officers and employees shall use EBRD's name or the EBRD's logo in
any public announcements, promotional, marketing or sales materials or in any way
whatsoever.
4. The foregoing confidentiality undertaking shall not apply to any Information:- (i) which is now
or hereafter publicly available other than as a result of a disclosure in violation of this
Agreement; (ii) which the Company already had in its possession prior to the disclosure of such
Information to the Company by the EBRD; (iii) which was developed independently by the
Company without reference to the Information; (iv) which the EBRD agrees may be disclosed
in connection with the Project; or (v) which, subject to the privileges and immunities of the
EBRD, that has to be disclose by action of any court, tribunal or regulatory authority or by any
requirement of law, legal process, regulation, governmental order, decree or rule.

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5. The confidentiality undertaking contained in this Agreement enters in force in the date of this
Agreement and shall last indefinitely. The Company shall, upon the EBRD's request, promptly
return to the EBRD or destroy (where practical) all documents or electronic files containing
Information which were previously received from the EBRD.
6. The Company shall not represent itself as the agent or legal representative of the EBRD for any
purpose whatsoever and it shall not have any right to create or assume any obligations of any
kind (express or implied) for and on behalf of the EBRD in any way whatsoever. This
Agreement shall not constitute, create, or give effect to, or otherwise imply a joint venture,
partnership, formal business organisation or engagement of any kind, nor shall it constitute,
create, give effect to, or otherwise imply an agreement to agree or an obligation or commitment
on the part of the EBRD or the Company to negotiate in good faith with the other party or to
submit a proposal to perform or enter into a contract.

7. The terms of this Agreement are not intended to be enforceable by any third party.

8. This Agreement shall be construed in accordance with English law. Any non-contractual
obligations arising out of or in connection with this Agreement shall be governed by and
construed in accordance with English law. Any dispute, controversy or claim arising out of, or
relating to this Agreement or the breach, termination or invalidity hereof or any non-contractual
obligations arising out of or in connection with this Agreement which cannot be amicably
settled, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as
in force and effect on the date of this Agreement. There shall be one (1) arbitrator, and the
appointing authority for the purposes of the UNCITRAL Rules shall be the LCIA (London
Court of International Arbitration). Any provision of such rules relating to the nationality of an
arbitrator shall, to that extent, not apply. The seat and place of arbitration shall be London,
England and the English language shall be used throughout the arbitral proceedings. The
parties hereby waive any rights under the Arbitration Act 1996 or otherwise to appeal any
arbitration award to, or to seek determination of a preliminary point of law by, the courts of
England or elsewhere. The arbitrator shall not be authorised to grant, and the Company agrees
that it shall not seek from any judicial authority, any interim measures of pre-award relief
against the EBRD, any provisions of the UNCITRAL Arbitration Rules notwithstanding.

9. Nothing in this Agreement shall be construed as a waiver, renunciation or other modification of

any immunities, privileges or exemptions of the EBRD accorded under the Agreement
Establishing the European Bank for Reconstruction and Development, international convention
or any applicable law. Notwithstanding the foregoing, the EBRD has made an express
submission to arbitration under Section 8 of this Agreement and accordingly, and without
prejudice to its other privileges and immunities (including, without limitation, the inviolability
of its archives), it acknowledges that it does not have immunity from suit and legal process
under Article 5(2) of Statutory Instrument 1991, No. 757 (The European Bank for
Reconstruction and Development (Immunities and Privileges) Order 1991), or any similar
provision under English law, in respect of the enforcement of an arbitration award duly made
against it as a result of its express submission to arbitration pursuant to Section 8 of this
Agreement.

Yours sincerely,

[Corporate name of the Contractor]

By: ______________________________
Name: [to be completed]

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Title: [to be completed]

Accepted and agreed by the:

European Bank
for Reconstruction and Development

By: ______________________________
Name: Tom Husband
Title: Head of Corporate Procurement Unit

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