1.1.

trade secrets, intellectual property rights, commercial processes and know-how

employed by the Client or its suppliers;
1.2. details of any marketing or publicity exercises planned by the Client;
1.3. details of any security arrangements of the Client;
1.4. details of any business plans of the Client;
1.5. details of the use of new technology;
1.6. environmental issues;
1.7. health and safety information;
1.8. strategic human resources policies, the terms of any senior employment, any
employment disputes, and the terms of any secondment; or
1.9. discussions and communications with the Client and their agents and representatives
whether or not in the case of written materials or any materials in electronic format, they are or
were marked as confidential and whether or not, in the case of other information, such
information is identified by the Client as being confidential.

1. The Recipient undertakes to the Client that, for a period of six years from the date of this Deed,
the Recipient, including its employees and professional advisers, will keep confidential all
Confidential Information that it receives and the Recipient will not directly or indirectly whether
through any person, firm, company or other entity, without the Client’s prior written consent:
1.1. disclose any Confidential Information to any third party; or
1.2. make any statement to or write or communicate with the media in respect of Confidential
Information or publish in any way the same;
and that the Recipient will:

1.3. use all Confidential Information only for purposes relating to its negotiations with the Client
in respect of the Project;
1.4. keep all Confidential Information secure;
1.5. limit access to Confidential Information to those of the Recipient's employees and
colleagues who necessarily require the same;
1.6. inform each person to whom Confidential Information is disclosed of the restrictions
contained within this Deed as to use and disclosure of such Confidential Information and
ensure that each such person observes such restrictions; and
1.7. where the Recipient intends to disclose Confidential Information to a third party with the
Client’s prior written consent pursuant to clause 2.1, ensure that the third party provides a
confidentiality undertaking in favour of the Client in the form set out in Annex 1 prior to the
Recipient disclosing the Confidential Information to that third party.
2. The Recipient will not be restrained from using or disclosing any Confidential Information
which:
2.1. the Recipient is authorised to use or disclose by the Client;
2.2. has entered the public domain unless it enters the public domain as a result of an
unauthorised disclosure by the Recipient or anyone else employed or engaged by it; or
2.3. the Recipient is required to disclose by law or regulation.

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3. The Recipient will destroy or return to the Client on demand any document containing
Confidential Information and any copy which has been made, and expunge all such
Confidential Information from any computer system, disk or other device containing it.
4. The Recipient shall comply with any instructions issued by the Client in its absolute discretion
in relation to the storage, viewing, copying or destruction of Confidential Information in hard
copy or electronic format.
5. The Recipient acknowledges that the Confidential Information supplied by the Client does not
purport to be all inclusive and that no representation or warranty is made by any person as to
the accuracy, reliability or completeness of any of such Confidential Information. The Recipient
agrees that the Client shall have no liability to the Recipient resulting from the Recipient's
reliance on Confidential Information and neither shall the Client owe any duty of care to the
Recipient.
6. The Recipient accepts that any breach of this Deed could cause injury to the Client for which
(without limitation of the relief available to the Client) monetary damages may not be an
adequate remedy. In the event of a breach or threatened or possible breach by the Recipient,
the Recipient accepts the Client shall be entitled to injunctive relief in any court of competent
jurisdiction. The Recipient shall reimburse the Client for any costs, claims, demands or
liabilities arising directly or indirectly out of such a breach on an indemnity basis, including
without limitation all legal and other costs incurred in enforcement. Nothing contained in this
Deed shall be construed as prohibiting the Client from pursuing any other remedies available
to it for such a breach.
7. For the purpose of investigating any breach or threatened or possible breach of this Deed, the
Recipient will give the Client direct access upon demand to any of the Recipient’s premises or
information which may in the Client's opinion (such opinion being held in its absolute
discretion) contain Confidential Information or any communications with any third parties in
respect of Confidential Information.
8. This Deed (and any dispute, controversy, proceedings or claim of whatever nature arising out
of or in any way relating to this Deed or its formation or termination) shall be governed by and
construed in accordance with Peruvian law and the Recipient irrevocably submits to the
exclusive jurisdiction of the Peruvian Courts.

I/ We confirm that the statements and conditions set out in this Confidentiality Undertaking do not
affect the terms and conditions included in Appendix 1 of the Mandatory Undertaking.

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Signature: <<insert your signature>>

Name: <<insert full name of signatory>>

Title: <<insert job title of signatory>>

For and on behalf of (Applicant)

Signature: <<insert your signature>>

Name: <<insert full name of signatory>>

Title: <<insert job title of signatory>>

For and on behalf of (Relevant Company)

Signature: <<insert your signature>>

Name: <<insert full name of signatory>>

Title: <<insert job title of signatory>>

For and on behalf of (Relevant Company)

Signature: <<insert your signature>>

Name: <<insert full name of signatory>>

Title: <<insert job title of signatory>>

For and on behalf of (Relevant Company)

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Third Party Confidentiality Undertaking

THIS UNDERTAKING is given as a Deed on <<insert DD/MM/YY>>

FROM:

(2) <<Insert Registered Business Name of Relevant Company>> whose place of business is
<<Insert Registered Address of Relevant Company>> (the "Recipient");

TO:

(2) Asociación Educacional Británica del Perú whose place of business is at Calle Augusto
Angulo Nº 291, Distrito de Miraflores, Lima – Perú (the "Client").

BACKGROUND

A. The Client has disclosed information to <<insert Registered Name of the Applicant>> (the
“Applicant”) for the purpose of the “Project”.
B. The Applicant has requested the Client’s consent to disclose that information to the
Recipient.
C. The Recipient acknowledges that any information disclosed by the Client in respect of the
Project is of a confidential nature and that unauthorised disclosure of that information could
be seriously prejudicial to the interests of the Client.
D. In consideration of the Client consenting to disclosure of the information to the Recipient,
the Recipient gives the following undertaking to the Client.
THE UNDERTAKING

1. For the purposes of this Deed, "Confidential Information" means any information in whatever
form (including without limitation, in written, oral, visual or electronic form or on tape or disk)
disclosed to the Recipient and relating to the Project, including:
1.1. the PQQ and the ITT documentation and any associated plans, drawings details of
scope, specification, performance criteria and any disclosure of cost;
1.2. details of any procurement process, tenders, project delivery and the status thereof
whether in whole or in part;
1.3. details and terms of the Client's agreements with suppliers;
1.4. trade secrets, intellectual property rights, commercial processes and know-how
employed by the Client or its suppliers;
1.5. details of any marketing or publicity exercises planned by the Client;
1.6. details of any security arrangements of the Client;
1.7. details of any business plans of the Client;
1.8. details of the use of new technology;
1.9. environmental issues;

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 1.10. health and safety information;
1.11. strategic human resources policies, the terms of any senior employment, any
employment disputes, and the terms of any secondment; or
1.12. discussions and communications with the Client and their agents and representatives
whether or not in the case of written materials or any materials in electronic format, they are or
were marked as confidential and whether or not, in the case of other information, such
information is identified by the Client as being confidential.

2. The Recipient undertakes to the Client that, for a period of six years from the date of this
Deed, the Recipient, including its employees and professional advisers, will keep confidential
all Confidential Information that it receives and the Recipient will not directly or indirectly
whether through any person, firm, company or other entity, without the Client’s prior written
consent:
2.1. disclose any Confidential Information to any third party; or
2.2. make any statement to or write or communicate with the media in respect of Confidential
Information or publish in any way the same;
and that the Recipient will:

2.3. use all Confidential Information only for purposes relating to its negotiations with the
Client in respect of the Project;
2.4. keep all Confidential Information secure;
2.5. limit access to Confidential Information to those of the Recipient's employees and
colleagues who necessarily require the same;
2.6. inform each person to whom Confidential Information is disclosed of the restrictions
contained within this Deed as to use and disclosure of such Confidential Information and
ensure that each such person observes such restrictions; and
2.7. where the Recipient intends to disclose Confidential Information to a third party with the
Client’s prior written consent pursuant to Clause 2.1, ensure that the third party provides
a confidentiality undertaking in favour of the Client in the form set out in Annex 1 prior to
the Recipient disclosing the Confidential Information to that third party.
3. The Recipient will not be restrained from using or disclosing any Confidential Information
which:
3.1. the Recipient is authorised to use or disclose by the Client;
3.2. has entered the public domain unless it enters the public domain as a result of an
unauthorised disclosure by the Recipient or anyone else employed or engaged by it; or
3.3. the Recipient is required to disclose by law or regulation.
4. The Recipient will destroy or return to the Client on demand any document containing
Confidential Information and any copy which has been made, and expunge all such
Confidential Information from any computer system, disk or other device containing it.
5. The Recipient shall comply with any instructions issued by the Client in its absolute discretion
in relation to the storage, viewing, copying or destruction of Confidential Information in hard
copy or electronic format.

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6. The Recipient acknowledges that the Confidential Information supplied by the Client does not
purport to be all inclusive and that no representation or warranty is made by any person as to
the accuracy, reliability or completeness of any of such Confidential Information. The
Recipient agrees that the Client shall have no liability to the Recipient resulting from the
Recipient's reliance on Confidential Information and neither shall the Client owe any duty of
care to the Recipient.
7. The Recipient accepts that any breach of this Deed could cause injury to the Client for which
(without limitation of the relief available to the Client) monetary damages may not be an
adequate remedy. In the event of a breach or threatened or possible breach by the Recipient,
the Recipient accepts the Client shall be entitled to injunctive relief in any court of competent
jurisdiction. The Recipient shall reimburse the Client for any costs, claims, demands or
liabilities arising directly or indirectly out of such a breach on an indemnity basis, including
without limitation all legal and other costs incurred in enforcement. Nothing contained in this
Deed shall be construed as prohibiting the Client from pursuing any other remedies available
to it for such a breach.
8. For the purpose of investigating any breach or threatened or possible breach of this Deed, the
Recipient will give the Client direct access upon demand to any of the Recipient’s premises or
information which may in the Client's opinion (such opinion being held in its absolute
discretion) contain Confidential Information or any communications with any third parties in
respect of Confidential Information.
9. This Deed (and any dispute, controversy, proceedings or claim of whatever nature arising out
of or in any way relating to this Deed or its formation or termination) shall be governed by and
construed in accordance with Peruvian law and the Recipient irrevocably submits to the
exclusive jurisdiction of the Peruvian Courts.

Signature: <<insert your signature>>

Name: <<insert full name of signatory>>

Title: <<insert job title of signatory>>

For and on behalf of (Third party)

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Appendix C - Selection Criteria

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Appendix D - For Information Only Documentation

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