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Dear,

CONFIDENTIALITY LETTER

We have entered into a Services Agreement with Atos BPS Limited (“Atos”) for Scheme Administration Services
(“Services”) dated 3 February 2021 (the “Prime Contract”) which requires certain individuals involved in the
provision of those Services to enter into a separate non-disclosure agreement with us that also (where such individuals
have access to Personal Data) addresses processing of Personal Data. As one of those individuals, you are required
to read and agree to the terms of this letter.

1. DEFINED TERMS

In this letter, expressions defined in the Prime Contract and used in this letter shall have the meaning set out in
the Prime Contract.

2. CONFIDENTIALITY AND DATA PROCESSING OBLIGATIONS

2.1 The Prime Contract contains provisions relating to Confidential Information and (where you have access to
Personal Data) Personal Data which you are required to understand and comply with. We have included a
summary of the main requirements in the schedule to this letter for ease of reference but please ensure you
fully understand all the relevant obligations from the Prime Contract as well as our corresponding rights. You
may wish Atos to explain these to you. In the event of any inconsistency between the Prime Contract and the
schedule to this letter then the Prime Contract shall prevail.

2.2 By signing this letter, you agree that you have read, understood and shall comply with and be bound by, the
relevant terms in the Prime Contract.

2.3 This letter shall constitute the separate non-disclosure agreement referred to in paragraph 7.4 of Annex 1 to
Schedule 2.4 of the Prime Contract.

3. MISCELLANEOUS

3.1 As damages alone might not be an adequate remedy for breach of this letter of agreement, you agree that we
shall also be entitled to the remedies of injunctions, specific performance or other equitable relief for any
threatened or actual breach of your obligations in relation to Confidential Information and Personal Data.

3.2 Without prejudice to Atos’ obligations under the Prime Contract, including its responsibility for your actions, a
person who is not a party to this letter of agreement may not enforce any of its terms under the Contracts
(Rights of Third Parties) Act 1999.

Nest Corporation
© Nest Corporation 2023. All rights reserved. 10 South Colonnade, Canary Wharf, London E14 4PU
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4. GOVERNING LAW AND JURISDICTION

4.1 This letter and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be governed by and construed in accordance with the
law of England and Wales.

4.2 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to
settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this
letter or its subject matter or formation.
Please acknowledge receipt and acceptance of this letter by signing, dating and returning the enclosed copy.

Yours faithfully,
David Selvaratnam
Commercial Director
for and on behalf of THE NATIONAL EMPLOYMENT SAVINGS TRUST CORPORATION
I acknowledge receipt and accept the contents of this letter and agree to comply with its terms.
Signed : (Your Name)................................
[NAME OF INDIVIDUAL]
Date: ........................................................

Schedule 1 Summary of key provisions

1. Definitions

1.1 “Affiliate” means in relation to a body corporate, any other entity which directly or indirectly controls, is controlled
by, or is under direct or indirect common control with, that body corporate from time to time.

1.2 “Confidential Information” means

(a) information of a confidential nature, including all personal data, which (however it is conveyed) is provided or
made available by us pursuant to or in anticipation of the Services that relates to:

(i) us and our Affiliates; or

(ii) the operations, business, affairs, developments, trade secrets, know-how and/or personnel of us and our
Affiliates;

(b) other Information provided or made available by us pursuant to or in anticipation of the Services that is clearly
designated as being confidential or equivalent or that ought reasonably to be considered to be confidential
(whether or not it is so marked) which comes (or has come) to your attention or into your possession in
connection with the Services;

(c) discussions, negotiations, and correspondence of a confidential nature between us or any of our directors,
officers, employees, consultants or professional advisers and you in connection with the Services and all

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matters arising from them; and

(d) information of a confidential nature derived from any of the above;

but not including any information which:

(e) was in your possession without obligation of confidentiality prior to its disclosure by us;

(f) you obtained on a non-confidential basis from a third party who is not, to your knowledge or belief, bound by
a confidentiality agreement with us or otherwise prohibited from disclosing the same to you;

(g) was already generally available and in the public domain at the time of disclosure otherwise than by a breach
of this non-disclosure agreement or breach of a duty of confidentiality; or

(h) was independently developed without access to the Confidential Information

1.3 References to “we” and “us” shall include other recipients of the Services provided under or in connection with the
Prime Contract which disclose or make available directly or indirectly Confidential Information to you either directly
or via Atos.

2. Use and disclosure of Confidential Information

2.1. Except to the extent set out in this letter or where disclosure is expressly permitted by us, you shall:

2.1.1. treat the Confidential Information as confidential and keep it in secure custody (which is appropriate
depending upon the form in which such materials are stored and the nature of the Confidential
Information contained in those materials);

2.1.2. not disclose the Confidential Information to any other person except as expressly set out in this letter or
without obtaining the owner's prior written consent;

2.1.3. not use or exploit the Confidential Information in any way except as necessary for the provision of the
Services by Atos; and

2.1.4 promptly notify us and Atos (who shall inform us) if you suspect or become aware of any unauthorised
access, copying, use or disclosure in any form of any of the Confidential Information. Such notice for
Atos is to be provided to the Security Team in accordance with policy ‘BUS12-SEC-005-Security
Incident Response Policy’ and for Nest - David Selvaratnam whose email address is:
david.selvaratnam@nestcorporation.org.uk or such other email address as we shall notify to you
from time to time.

2.2. You will be entitled to disclose the Confidential Information to a third party where:

2.2.1. you are required to disclose the Confidential Information by applicable law and in such circumstances
shall give us and Atos as much prior written notice of the disclosure as possible (provided you are not
prohibited from doing so) to allow Atos an opportunity to discuss with us and take such steps as are
available to control or prevent the disclosure; or

2.2.2. such disclosure is otherwise permitted by the Prime Contract.

2.3. You will be entitled to disclose any Confidential Information received from us, on a confidential basis, to Atos
and its Affiliates and the sub-contractors and suppliers of Atos and such Affiliates where this is necessary for

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the purpose of enabling Atos to perform its obligations under the Prime Contract.

3. Duration and Return of Confidential Information on Termination or Expiry

3.1. Without prejudice to your other obligations under this letter, if we or Atos ask you to do so at any time, and in
any event promptly following termination or expiry of [the sub-contract under which you are employed][ your
employment with Atos or an Affiliate of Atos], you must return to us or Atos or, as directed by us or Atos,
destroy all Confidential Information.

3.2. Notwithstanding paragraph 3.1 above, your obligations under this letter and our rights shall continue for a
minimum period of 5 years following the termination or expiry of the Prime Contract and the obligations under
paragraph 4 shall continue for as long as necessary to comply with the data processing terms.

4. Data Protection

4.1. Where the Confidential Information contains Personal Data:

4.1.1.you acknowledge that it is subject to separate data processing terms set out or referred to in the Prime
Contract and you confirm that you are aware of and shall comply with such terms.

4.1.2.you must not publish, disclose or divulge any of the Personal Data unless directed in writing to do so by
us or unless permitted in accordance with the Prime Contract.

4.1.3.you confirm that you have undergone adequate training in the use, care, protection and handling of
Personal Data.

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