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I accept NDA NON-DISCLOSURE AGREEMENT A. By accessing the following data site for the sale of Hill Street House, Hill Street, Dublin 1 (the “Data Room”) you acknowledge and agree to the terms that appear below, and these terms govern your use of the Data Room on each and every occasion that the Data Room is accessed by you. B. By clicking on the “Accept” button below, you acknowledge that you are a “Receiving Party” and acknowledge that you have read, understood, and agree to be bound by the above terms, both in your individual capacity and to the extent possible for and on behalf of the Receiving Party. С. We understand that the Receiving Party is interested in entering into discussions with the Disclosing Party concerning the sale of Hill Street House, Hill Street, Dublin 1 (the “Proposed Transaction”). D. For that purpose the Disclosing Party is prepared to make available to the Receiving Party certain information relating to the assets the subject of the Proposed Transaction and other confidential information: 1. DEFINITIONS In this Agreement unless the context otherwise requires: 1.1. “Agents” means the directors, officers, employees, agents, auditors and professional advisors of each Party. 1.2. “Agreement” means this agreement. 1.3. “Confidential Information” means any and all information or data relating to the Proposed Transaction and regarding the business and / or activities of the Disclosing Party and its respective group companies and affiliates as may from time to time be disclosed by or on behalf of the Disclosing Party to the Receiving Party or to which the Receiving Party may be provided access by the Disclosing Party on or after the date of this Agreement (including by way of providing access to a data room, whether on-line or otherwise) and in whatever form, whether in writing or orally irrespective of the form of communication, whether marked confidential or not, including without limitation, presentations, letters, e-mails, facsimiles, reports, surveys, minutes, circulars, memoranda, meeting notes, case materials, agreements, contracts, security documents, offer letters and other instruments / documents or any other information or data, and any and all copies, analyses, compilations, methodologies, notes, studies, memoranda or other documents derived from, containing or reflecting such information prepared by the Receiving Party and / or its Agents (as defined below). Confidential Information may include information received from third parties acting in co-operation with, or for, the Disclosing Party. 1.4. “Data Protection Law” means the Irish Data Protection Acts 1988 and 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) as amended, modified or consolidated and any relevant transposition of, or successor or replacement to, those laws and all other applicable law and regulations relating to the processing of personal data and privacy. 1.5. “Data Room Rules” means the rules issued by the Disclosing Party from time to time and at any time whether before or after the date of this Agreement governing access to and management of any data room in respect of the Proposed Transaction, to which the Receiving Party is subject. 1.6. “Disclosing Party” means HILL STREET LIMITED PARTNERSHIP acting through its general partner HILL STREET CAPITAL LIMITED. 1.7. “Party” means either of the Disclosing Party or the Receiving Party and together the “Parties” and each of them as appropriate and references to acts of the Disclosing Party includes acts of the Disclosing Party’s Agents. 1.8. “Personal Data” means personal data as defined in Data Protection Law. 1.9. “Working Days” means a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business. 2. PROVISION OF INFORMATION 2.1. The Receiving Party acknowledges that neither the Disclosing Party, its group companies or its affiliates, nor their respective Agents, makes any representation, warranty, assurance, guarantee or other inducement of any kind to the Receiving Party or to any other person with respect to the Confidential Information or with respect to the accuracy or completeness of the Confidential Information or with respect to the non-infringement of trade marks, patents, copyrights or any other intellectual property or other third party rights nor shall they have any liability to the Receiving Party in respect of the Confidential Information (unless otherwise agreed in writing after the date of this Agreement). 2.2. Nothing in this Agreement may be construed as compelling either Party to disclose any Confidential Information to the other or to enter into any further contractual relationships. The Receiving Party acknowledges that the provision of Confidential Information will not constitute an offer by the Disclosing Party, nor will the Confidential Information or the disclosure thereof form the basis of any contract, nor a representation, which may be relied upon by the Receiving Party save as expressly agreed in writing between the Parties. 2.3. The Receiving Party acknowledges that the Disclosing Party shall have no obligation to update or correct any inaccuracy in the Confidential Information. 2.4. The Receiving Party acknowledges that they have provided the Disclosing Party with accurate and complete registration information and that it is their responsibility to update the Disclosing Party of any changes to that information (including their email address). 2.5. The Receiving Party acknowledges that access to the Data Room may be terminated at any time without notice. 3. DUTY TO MAINTAIN CONFIDENTIALITY 3.1. The Receiving Party agrees that it will maintain all Confidential Information, in the strictest confidence, that the Confidential Information will be used by the Receiving Party exclusively for the purposes of the Proposed Transaction (including to assess whether and on what terms it wishes to participate in such transaction) and will not be disclosed to any third parties provided however that such parts (and only such parts) of the Confidential Information may be disclosed to its Agents who need to have such information for such purposes (it being hereby further agreed that the Receiving Party will inform such Agents of the confidential nature of such information and that the Receiving Party will procure that each of its Agents to whom disclosure is made complies with the terms of this Agreement). In any event the Receiving Party shall be responsible for any breach of this Agreement by any of its Agents. 3.2. Subject to clause 3.1, clause 4 and clause 5, the Receiving Party will not without the Disclosing Party’s prior written consent process any Personal Data contained in the Confidential Information for its own purposes or pass files containing Personal Data to any third party for further processing by that third party or its agents. The Receiving Party shall take all reasonable measures to protect the secrecy of the Confidential Information, and to avoid its disclosure and unauthorised use. Without limiting the foregoing, the Receiving Party shall apply measures which are at least as stringent as it applies to protect its own confidential information and shall require its Agents who have access to the Confidential Information to protect the secrecy of the Confidential Information in the same manner which shall include maintaining the Confidential Information safe in a secure place at all times and properly protected against theft, damage, loss and unauthorised access (including, but not limited to, by electronic means). 3.3. The Receiving Party shall not make any copies of Confidential Information, except as may be necessary to carry out the Proposed Transaction (including to assess whether and on what terms it wishes to participate in such transaction). If the Receiving Party does make copies, it must include on the copies all of the confidential and intellectual property notices (if applicable) of the Disclosing Party (and / or their respective group companies / affiliates) exactly as in the original and all copies or reproductions thereof shall be deemed to be the property of the Disclosing Party. 3.4. The Receiving Party shall not without the prior written consent of the Disclosing Party, disclose to any person or body either the fact that discussions or other work relating to the Proposed Transaction are taking place or any of the terms, conditions or other matters relative to the Proposed Transaction, including the status thereof and the existence and terms of this Agreement. 3.5. The Receiving Party acknowledges that some or all of the Confidential Information disclosed from time to time may be unpublished, price sensitive information and that the use of such information may be regulated or prohibited by application Legislation including security law relating to inside or dealing and market abuse and that the Receiving Party is aware of and warrants and undertakes and will comply at all times with all its obligations relating to such information under the law and regulations applicable to it and will not use at any time any Confidential Information for an unlawful purpose. 4. DATA PROTECTION 4.1. While the Personal Data is expected to be relatively limited given the context of the Proposed Transaction, the Parties agree that to the extent that the Confidential Information provided to the Receiving Party comprises any Personal Data, any such Personal Data which the Disclosing Party supplies or discloses to the Receiving Party pursuant to this Agreement and / or otherwise as part of the Proposed Transaction, shall be treated as set out below. 4.2. To the extent that the Confidential Information comprises any Personal Data the Parties acknowledge and agree that each will act as an independent controller (as defined in Data Protection Law) in respect of the Personal Data. 4.3. The Personal Data shall remain at all times the property of and in the ownership of the Disclosing Party and the Receiving Party shall have no rights whatsoever in respect thereof. 4.4. The Receiving Party warrants and undertakes that it shall: 4.4.1. comply with the Data Protection Law and all other data protection laws and guidance including (without limitation) applicable laws relating to accessing, use and onward disclosure, distribution, exporting, archiving, maintenance and storage of Personal Data and with the terms of this Agreement and process the Personal Data only to the extent strictly necessary in connection with the Proposed Transaction and in accordance with the Disclosing Party’s instructions from time to time; 4.4.2. have implemented appropriate technical and organisational measures required under Data Protection Law to protect against unauthorised access to, or accidental or unauthorised destruction, loss, alteration or disclosure of any Personal Data contained in the Confidential Information; 4.4.3. not transfer the Personal Data to any country outside the European Economic Area without the written consent of the Disclosing Party and where such consent is obtained the Receiving Party shall ensure that such Personal Data is subject to appropriate protections and requirements as are necessary to comply with Data Protection Law (including the use where necessary of standard contractual clauses for the transfer of personal data outside the EU, as approved by the European Commission); 4.4.4. report any incident which gives rise to a risk of unauthorised disclosure, loss, destruction or alteration of the Personal Data to the Disclosing Party immediately upon becoming aware of such an incident and advise the Disclosing Party of the steps that it intends to take to remedy that incident and shall keep the Disclosing Party informed as to the progress and completion of those steps; 4.4.5. not copy, reproduce or reduce to writing any part of the Personal Data except as may be reasonably necessary for the purposes set out in this Agreement and that any such copies or reductions to writing shall be the property of the Disclosing Party; 4.4.6. ensure that only such of its employees, contractors and Agents who may be strictly necessary to assist the Receiving Party in connection with the Proposed Transaction shall have access to the Personal Data and ensure that all such persons authorised to process Personal Data have committed themselves to confidentiality obligations in their handling of Personal Data; 4.4.7. not disclose the Personal Data to a third party in any circumstances other than at the specific request of the Disclosing Party or as otherwise specified in this Agreement; 4.4.8. notify the Disclosing Party immediately upon receiving any notice or communication from any supervisory or government body which relates directly or indirectly to the processing of the Personal Data, except where such disclosure is itself prohibited. The Receiving Party will reject any such request that is not legally binding. 4.5. Upon expiry or termination of this Agreement or earlier on receipt of a written request from the Disclosing Party, the Receiving Party shall immediately cease processing of the Personal Data and promptly return or destroy (to the extent technically possible) all Personal Data disclosed to it by the Disclosing Party including any copies, notes or other materials containing such Personal Data unless required to retain a copy of same under applicable law and the Receiving Party shall if so requested by the Disclosing Party, certify to the Disclosing Party that it has complied with this clause 4. 5. EXCEPTIONS 5.1. The obligations to maintain information confidential in clause 3 shall not apply where the Receiving Party can demonstrate that the Confidential Information: 5.1.1. is in the public domain otherwise than as a result of a breach of this Agreement; or 5.1.2. was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party or is subsequently obtained by the Receiving Party or its Agents and received from a source (other than directly or indirectly from the Disclosing Party) permitted to disclose the same free from confidentiality restrictions, or is otherwise lawfully in the possession of the Receiving Party otherwise than as a result of a breach of this Agreement, as evidenced by the written records of the Receiving Party and / or its Agents; or 5.1.3. is approved for disclosure pursuant to the prior written consent of the Disclosing Party; or 5.1.4. is required to be disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or requested by a competent regulatory body, or authority provided that the Receiving Party, to the extent legally possible, gives written notice to the Disclosing Party once it becomes aware that it may become so compelled, and makes all reasonable efforts to protect the Confidential Information in connection with the disclosure and such disclosure shall be limited to the minimum amount of Confidential Information required to satisfy that disclosure obligation. The Receiving Party shall take such steps as the Disclosing Party may reasonably require to prevent such disclosure and will to the extent legally possible, keep the Disclosing Party promptly and fully informed of all developments relating to any such potential disclosure. 5.2. For the avoidance of doubt, Confidential Information shall not be deemed to be in the public domain merely because it is known to a limited number of third parties having experience in the relevant field. In addition, any combination of elements of the Confidential Information shall not be deemed to be within the foregoing exceptions merely because individual elements of the Confidential Information are in the public domain but only if the combination is in the public domain. Further, if a portion (but not all) of the Confidential Information falls within any one of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the restrictions of this Agreement. 6. NO RIGHT OR TITLE The Receiving Party acknowledges that the Confidential Information and whatever patent, copyright or other intellectual property rights of whatever nature attaching thereto are and remain the property of the Disclosing Party and neither it nor its agents shall acquire by implication or otherwise any right in or title to or licence in respect of any Confidential Information by virtue of any disclosure made pursuant to this Agreement. 7. REDELIVERY / DESTRUCTION OF CONFIDENTIAL INFORMATION 7.1. In addition to the Receiving Party’s obligations regarding Personal Data contained in clause 4 above, the Receiving Party acknowledges and agrees that it will promptly (and at least within 10 Working Days of request) return to the Disclosing Party or destroy (to the extent technically practicable) all of the Confidential Information on receipt of a written request from the Disclosing Party, save that the Receiving Party may retain such copies (including any automatically generated back-up electronic copies) of the Confidential Information solely for the purposes of and, for so long as required by, any law, court, banking, taxation or other regulatory agency or authority. Any copies or portion of any written Confidential Information not so returned or destroyed will be held by the Receiving Party subject to the terms of this Agreement. 7.2. The destruction of Confidential Information and copies, extracts or other reproductions thereof and documents, memoranda, notes, and other writings to the extent that they contain Confidential Information shall, upon the Disclosing Party’s written request, be confirmed in writing to the Disclosing Party by an authorised officer of the Receiving Party supervising such destruction. 8. TERM The provisions of this Agreement impose immediately binding legal obligations on the Parties. This Agreement and the confidentiality, non-disclosure and non-use restrictions provided herein shall remain in effect for a period of one year from the date hereof notwithstanding any decision by either or both of the Parties not to proceed with any possible transaction between the Parties and notwithstanding any return or destruction of the Confidential Information. 9. NOTICE OF BREACH In addition to the obligations regarding Personal Data contained in clause 4 above, the Receiving Party becomes aware that it or its Agent has disclosed any Confidential Information, in breach of this Agreement, the Receiving Party shall, to the extent permitted by law and regulation, promptly notify the Disclosing Party of the disclosure and shall give all commercially reasonable assistance in connection with any proceedings which the Disclosing Party may institute in respect of any such breach against any of the persons the subject of this Agreement. 10. DAMAGES The Receiving Party acknowledges and agrees that, in the event of a breach by it of this Agreement, damages may not be a sufficient remedy for the Disclosing Party. Accordingly, in addition to other remedies, the Disclosing Party shall have the right to seek injunctive relief and specific performance of the Receiving Party’s obligations. Any such remedy shall not be deemed to be exclusive or all-inclusive and shall be in addition to any and all other remedies which may be available to the Parties at law or in equity. 11. ANNOUNCEMENTS The Receiving Party will not make, or permit or procure to be made or solicit or assist any other person to make, any announcement or disclosure of the Proposed Transaction without the prior written consent of the Disclosing Party (which may be given, if at all, on such terms as the Disclosing Party considers appropriate). If the Receiving Party should agree to proceed with the Proposed Transaction, no announcement of the transaction will be made except by prior agreement with the Disclosing Party, provided that nothing in this paragraph shall prohibit any announcement required by law or the rules of any regulatory organisation to which the Receiving Party is subject or submits, in which case the Receiving Party shall comply with the provisions of clause 5.1.4. 12. EMPLOYEES The Receiving Party will not contact any employees, directors or officers of the Disclosing Party in respect of the Proposed Transaction without obtaining prior written consent of the Disclosing Party to do so. 13. PRINCIPAL The Receiving Party confirms that it is acting in this matter as principal, and not as agent or broker for any other person. The Receiving Party also confirms that it will be responsible for any costs incurred by it or its Agents in pursuing this matter. 14. NOTICES Any notice or other communication given or made under this Agreement shall be in writing and may be delivered to the relevant Party or sent by pre-paid registered post to the address of that party specified in this Agreement or such other address or number as may be notified hereunder by that party from time to time for this purpose and will be effective notwithstanding any change of address not so notified. Unless the contrary is proved, each such notice or communication will be deemed to have been given or made and delivered, if by post 48 hours after posting, if by delivery when left at the relevant address. 15. PROCEDURE The Receiving Party understands and agrees that the procedure for the evaluation of Confidential Information and any negotiations in relation to the Proposed Transaction may be changed or terminated at any time and without notice by the Disclosing Party, and the Receiving Party agrees that the Disclosing Party will be under no obligation to recommend any offer or proposal (whether or not any such offer or proposal is the most favourable offer or proposal received) which may be made by the Receiving Party or on its behalf in the course of any negotiations. 16. DATA ROOM RULES It will be a condition of gaining access to the electronic data room for the Proposed Transaction that the Receiving Party and its Agents accept and comply with the Data Room Rules. The Receiving Party undertakes to comply with such Data Room Rules including without limitation any restrictions on copying and/or printing. 17. NO WAIVER OF RIGHTS It is further understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 18. NO PARTNERSHIP It is understood that this Agreement constitutes a confidentiality and non-disclosure agreement only. It shall not be construed as giving effect to or otherwise implying a teaming, joint venture, partnership, agency or other such arrangement and neither Party shall be committed to the other Party in any way (save as set out in this Agreement) or obliged to enter into any transaction unless and until a further formal agreement is duly executed and deliver and neither Party is obligated in any way to enter into such agreement. Nothing in this Agreement shall grant to any of the Parties the right to make commitments of any kind on behalf of the other Party without the prior written consent of the other Party. 19. REPRESENTATIONS Each of the Parties represents that it has full power and authority to execute and deliver this Agreement in the manner in which it does so and to comply with the provisions of, and perform all its obligations and exercise all of its rights under this Agreement. To the extent that this Agreement is person (including by clicking “Accept”), that person confirms that accepted by an authorised person (including by clicking “Accept”), that person confirms that it has full authority to bind the relevant Party to this Agreement. 20. VARIATION This Agreement may not be supplemented, amended, varied and modified in any manner except in writing and signed by a duly authorised officer or representative of each of the Parties hereto. 21. ENTIRE AGREEMENT This Agreement expresses the entire agreement and understanding of the Parties with respect to the subject matter hereof (with the exception of the Data Room Rules) and supersedes all prior agreements and understandings. 22. COUNTERPARTS This Agreement may be executed by the Parties on separate counterparts and, if so executed, will be as if all counterparts were on a single copy of this Agreement and any Party may enter this Agreement by executing a counterpart. 23. JOINT AND SEVERAL If the Receiving Party comprises more than one person, the commitments herein are made on behalf of all such persons and the liability arising in this Agreement is joint and several amongst these persons. 24. NO ASSIGNMENT Neither Party may assign or transfer this Agreement in whole or in part without the prior written consent of the other Party. Any purported assignment in violation of the foregoing shall be null and void. Any assignment will not relieve the assigning Party of its obligations of confidentiality under this Agreement. 25. SEVERABILITY If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. 26. GOVERNING LAW AND JURISDICTION This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in all respects in accordance with the laws of Ireland and the Parties hereby agree to submit to the exclusive jurisdiction of the courts of Ireland, save for any applications for injunctive relief which may be taken in any jurisdiction.
Please read Dataroom Rules to proceed DATA ROOM RULES AND PROCEDURES GOVERNING ACCESS TO AND MANAGEMENT OF THE DATA ROOM These rules and procedures (the Rules) regulate the use of the Data Room made available to the approved Participant and Viewers in connection with the proposed sale of Hill Street House, Hill Street, Dublin 1 (the Proposed Transaction). 1 Definitions In these Rules: Appropriate Technical and Organisational Measures; Controller; Personal Data; Processing; shall have the meanings provided within the GDPR; Data Room means the data room established for the purposes of the Proposed Transaction; Disclosing Party meansHILL STREET LIMITED PARTNERSHIP acting through its general partner HILL STREET CAPITAL LIMITED; GDPR means Regulation (EU) 2016/679 (the General Data Protection Regulation), together with the Data Protection Act 2018 and all other applicable Irish data protection law; Information means any information made available via the Data Room; Non-Disclosure Agreement means the “click through” non-disclosure agreement entered into between the Disclosing Party and the Participant in connection with the Proposed Transaction; Participant means the party who has been granted access to the Data Room in connection with the Proposed Transaction; Transaction Agreements means the agreements (if any) entered by the Disclosing Party and/or its shareholders to give effect to the Proposed Transaction; and Viewers means the officers, employees, representatives, agents and advisers of the Participant including, unless the context admits otherwise, the Participant itself, and Viewer means any one of them. 2 General 2.1 The materials for the performance of due diligence in respect of the Proposed Transaction are available on the Data Room. 2.2 In offering the Data Room the Disclosing Party is making available a facility which allows the Viewers to access, via the Internet, Information relating to the Proposed Transaction. In consideration of the use of this Data Room the Participant and the Viewers agree to be bound by these Rules and to adhere to all procedures set out in these Rules. These Rules apply to each and every occasion on which the Data Room is accessed by a Viewer. 2.3 The Participant shall provide the Disclosing Party with a list of proposed Viewers. Only those persons named on the list shall be permitted access to the Data Room. Any additions to the list shall be subject to the prior consent of the Disclosing Party. 2.4 The Participant and Viewers shall only be granted access to the Data Room with the prior consent of the Disclosing Party and such consent may be withdrawn at any time without prior notice. Prior to gaining admission to the Data Room, Viewers shall accept the terms and conditions of the Data Room. 2.5 All Viewers are reminded that the Information is being provided subject to and is to be used strictly in accordance with the terms of the Non-Disclosure Agreement. 2.6 Viewers shall ensure that their employees and any consultants and each other person who reports to them: (a) are aware of their obligations in the Non-Disclosure Agreement; and (b) shall comply with the terms of the Non-Disclosure Agreement. 2.7 Viewers agree and acknowledge that these Rules apply to each and every occasion that the Data Room is accessed by a Viewer, and shall be deemed to have represented to the Disclosing Party that the Viewer is fully aware of these Rules and gives the undertakings set out herein. 2.8 Nothing on the Data Room or contained in these Rules constitutes an offer by the Disclosing Party or any other party to sell any property, asset, business or shares or to enter into any agreement or any form of invitation to treat in any way whatsoever. 2.9 The Disclosing Party and its advisers hereby expressly reserve the right to (at their absolute discretion) alter these Rules or to suspend or terminate the right of access of any Viewers to the Data Room at any time and from time to time without notice. 2.10 The Participant must obtain (and will be deemed to have obtained) its own independent legal, taxation, financial, commercial, regulatory, technical and other advice in relation to the Information or otherwise made available to the Participant before or during the Proposed Transaction. Nothing in the Data Room should be construed as legal, taxation, financial, commercial, regulatory, technical or other advice by the Disclosing Party for the Participant all of which the Participant acknowledges that it should seek from its own advisors. 3 Using the Data Room While using the Data Room, Viewers must: 3.1 Take all reasonable steps to ensure that none of the Information is visible to, or capable of being overlooked by other unauthorised persons; 3.2 Not leave their computer or other communications devices through which they access the service unattended whilst connected to the Data Room; 3.3 Ensure that they close the browser when they have finished using the Data Room; 3.4 Not share their username and/or password with others; 3.5 Not share Information with any person who is not a Viewer; 3.6 Not attempt to disable any protection software associated with the Data Room; 3.7 Not deface, mark, alter, modify, vary (including varying the sequence of), damage or destroy in any way any Information contained on the Data Room; 3.8 Not do anything which may compromise or interfere in any way with the stability or security of the Data Room or any of its features. 4 Updating the Data Room 4.1 Further documents may be added to, and documents may be removed from, the Data Room and existing documents on the Data Room may be updated at any time. It is the responsibility of each Viewer to check regularly whether any information has been added to, amended or removed from the Data Room. 4.2 Viewers may be notified by e-mail of new or updated documents uploaded to any workspace or folder to which they have access rights. 5 Conditions of Access Viewers agree and acknowledge that they are being granted access to the Information contained on the Data Room solely in order to review the Information. Viewers understand that their access to the Data Room is subject to the following additional conditions: 5.1 All of the Information contained on the Data Room is considered confidential and is subject to the Non-Disclosure Agreement. Viewers will maintain the Information in confidence and will not disclose any of the Information to others except as expressly permitted by the Non-Disclosure Agreement. 5.2 Viewers will not attempt to download, scan, copy, print or otherwise capture any of the Information contained on the Data Room, except that Viewers may print Information for which the print capability has been enabled and download any information for which the download capability has been enabled as indicated by the Data Room index. It is intended that all documents uploaded to the data room will be enabled. As agreed between the Disclosing Party and Participant, certain sensitive information will have additional restrictions, whereby only viewers with the required permissions will be able to view and download it. Viewers will not attempt to circumvent any of the security features of the Data Room, and will not enable or allow others to access the Data Room using the Viewers' authorisation to the Data Room. 5.3 Viewers acknowledge that the Information on this Data Room has been prepared to assist the Participant in making their own evaluation of a potential transaction involving the Disclosing Party. The Disclosing Party and its respective shareholders, officers, employees and advisers do not warrant or represent the Information as being all-inclusive or to contain all information that may be desirable or necessary in order to properly evaluate a potential transaction involving the Proposed Transaction. 5.4 None of the Disclosing Party, or its professional advisers, or any of its subsidiary undertakings, or any of their respective partners, directors, employees, advisers or agents, shall have any liability to the Participant or the Viewers or any person to whom information is made available, resulting from the use of the Information. 6 Data Protection The Participant and Viewers acknowledge that limited Personal Data may be contained within the Information in the Data Room, and in such instances, the Participant and Viewers agree that: 6.1 The Participant and the Disclosing Party will act as independent Controllers of this Personal Data, and they will each be independently responsible for the Processing of this Personal Data in accordance with the GDPR. 6.2 The Processing of this Personal Data by the Participant and the Viewers shall only be for the specific purpose of the performance of due diligence in respect of the Proposed Transaction. 6.3 They will implement Appropriate Technical and Organisational Measures to protect the confidentiality and security of this Personal Data. 7 Governing Law and Jurisdiction These Rules are governed by the laws of Ireland and the parties submit to the exclusive jurisdiction of the courts of Ireland. 8 Acceptance By checking on the "Accept" button viewers acknowledge that they have read, understand, and agree to the terms and conditions set out in these Rules. 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