Declaration
By completing this application and signing below, you (the “Supplier”) agree to provide services to Cerberus Security Services Ltd (the “Company”) in accordance with these Terms and Conditions. These terms apply to all services provided unless otherwise agreed in writing. You, the Supplier, will only sub contract for Services on these Terms and Conditions. Only provide the Services on these Terms and Conditions save as expressly set out in our Order Confirmation.

1.1. In these Terms and Conditions the following words have the following meanings:
Change Request: A request for a change in the scope or provision of the Services in accordance with the provisions of clause 5;
Company: Cerberus Security Services Limited (details in footer);
Confidential Information: Any and all information of a confidential nature about the disclosing Party and/or its clients or Clients, whether or not marked as confidential, including but not limited to commercial, financial, product marketing and technical information, know-how, trade secrets, working practices, Client or supplier information, of whatever nature and in any form or medium including any copies of the same together with any reproductions of such information relating to the disclosing Party and/or its clients or Clients;
Client: The party who has contracted with the company for the provision of services and who is identified in the Order Confirmation;
Client Material: Such documentation or information, in whatever form as may be supplied by the Client for the provision of the Services;
Intellectual Property Rights: Intellectual Property Rights of whatever nature including but not limited to, patents, design rights, trademarks, rights attaching to databases and present and future copyright and all similar rights subsist (including all application for all or any such rights);
Company Material: Such documentation or information, in whatever form as may be supplied by the Company for the provision of the Services;
Order Confirmation: The order confirmation sent out by the Company to the supplier confirming the Services to be provided and the terms on which such Services are to be provided;
Price: The price agreed to be payable for the Services as set out in the Order Confirmation;
Services: The services agreed to be performed by the Supplier as set out in the Order Confirmation; and
Supplier: The party appointed to perform the Services under these Terms and Conditions as defined in the Order Confirmation.

1.2. The headings in these Terms and Conditions are inserted for convenience only and will not affect its construction or interpretation. References to clauses are unless otherwise stated, references to the clauses of these Terms and Conditions.
1.3. Words importing the singular include the plural and vice versa.
1.4. Words importing a gender will include all genders.
1.5. References to any statute, statutory provision or statutory instrument include a reference to that statute, statutory provision or statutory instrument as amended, consolidated, replaced or re-enacted together with all rules and regulations made under it or them as from time to time amended, consolidated, replaced or re-enacted.
1.6. In the case of conflict or ambiguity the order of precedence for these Terms and Conditions and the documents attached to or referred to in these Terms and Conditions will be as follows:
1.6.1. a signed Change Request in accordance with clause 5; then
1.6.2. the Order Confirmation; then
1.6.3. these Terms and Conditions.

2.1. The Supplier will provide, in consideration for the Price, the Company and/or the Client with the Services.
2.2. Each Order Confirmation by the Company will be deemed to be an offer by the Company to purchase the Services subject to these Terms and Conditions and will be accepted by the Supplier either expressly giving notice of acceptance, or impliedly by the Supplier commencing provision of the Services.
2.3. The Company may, at any time, request a change to the Services, in accordance with clause 5.
2.4. The Supplier acknowledges that the Client has contracted with the Company for the provision of the Services.
2.5. The Supplier acknowledges that in providing the Services the Supplier owes a duty of care to the Company and the Client.
2.6. In delivering the Services, the Supplier will only employ such staff with the necessary qualifications, competence and skills to perform the tasks assigned to them.
2.7. If the Company is of the opinion that the provision of the Services does not conform, or is unlikely to conform with the Order Confirmation or to any specification and/or patterns advised by the Company or the Client to the Supplier, then the Company will inform the Supplier and the Supplier will immediately take such action as is necessary to ensure conformity.
2.8. Time for delivery of the Services will be of the essence.

3.1. The Supplier will keep the Company indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, loss of goodwill and like loss), loss, damages, injury, cost and expenses) awarded against or incurred or paid by the Company as a result of, or in connection with:
3.1.1. defective workmanship, quality or materials;
3.1.2. an infringement of any Intellectual Property Rights caused by the use of or supply of the Services; and
3.1.3. any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company, the Company’s employees or agents, or by any Client or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises, from the Services as a consequence of a direct or indirect breach or negligent performance or failure of the Supplier or delay in performance of any obligation under these Terms and Conditions.

4.1. The Price will be stated in the Order Confirmation and unless otherwise agreed in writing by the Company will be exclusive of VAT but inclusive of all other charges.
4.2. No variation in the Price or extra charges will be accepted by the Company unless in accordance with clause 5.
4.3. The Company will pay the Price within [30] days of delivery of a valid invoice, but time for payment will be of the essence.
4.4. Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Supplier to the Company on any account whatsoever against any amount payable by the Company to the Supplier.

5.1. Where the Company wishes to make any changes to the Services, it will notify the Supplier in writing ("Change Request").
5.2. The parties will agree on the scope and implications of the requested change(s), any related amendments to the Price, and any implications on the parties' obligations under these Terms and Conditions.

6.1. Without prejudice to any other right or remedy which the Company may have, if any Services are not supplied in accordance with, or the Supplier fails to comply with, any of these Terms and Conditions, then the Company will be entitled to one or more of the following remedies, at its absolute discretion, whether or not any part of the Services have been accepted by the Company or the Client:
6.1.1. to rescind the Order Confirmation;
6.1.2. to reject the Services (in whole or in part);
6.1.3. to give the Supplier the opportunity (at the Supplier’s expense) either to remedy any defect or to provide replacement Services and any other necessary work to ensure that these Terms and Conditions are complied with;
6.1.4. to refuse to accept any further provision of the Services, but without any liability to the Supplier;
6.1.5. to carry out, at the Supplier’s expense, any work necessary to make the Services comply with these Terms and Conditions; and
6.1.6. to claim such damages as may have been sustained in consequence of the Supplier’s breach or breaches of these Terms and Conditions.

The Company reserves the right to cancel or suspend any obligation under these Terms and Conditions, and without liability to the Supplier, if it is prevented from or delayed in the carrying out of its business due to circumstances beyond its reasonable control.

8.1. The Supplier warrants that it will use all reasonable skill and care in providing the Services and the Services will be provided by appropriately experienced, qualified and trained personnel.
8.2. The Company warrants that it is authorised to permit transmission of the Company Material and any Confidential Information to the Supplier in connection with the performance of the Services.

Both parties agree that they will comply at all times with the requirements of the Data Protection Act 1998 (or successor legislation).

10.1. All Intellectual Property Rights created in the provision of the Services will vest in the Company, who hereby grants a non-exclusive licence to the Supplier to use such Intellectual Property Rights solely for the purpose of providing the Services.
10.2. The Company hereby grants to the Supplier a non-exclusive licence to use the Company Material solely for the purpose of providing the Services. On termination of these Terms and Conditions this licence will immediately terminate.
10.3. The Company warrants that it will not, nor will it cause the Company or the Client to, infringe the Intellectual Property Rights of any third party through the provision of and use of the Services.
10.4. Nothing in these Terms and Conditions will confer any right, title, interest or licence to the Supplier in relation to any of the Company’s or the Client’s data or information. The Supplier will take all reasonable steps to ensure that any data or information which comes into its possession is not used or reproduced, in whole or in part, in any form except as may be required in the performance of the Services.

Except as required by law or any rule or regulation of the Stock Exchange or regulatory agency, each party will procure that all Confidential Information disclosed by it (“the Disclosing Party”) to the other (“the Receiving Party”) in accordance with these Terms and Conditions come into the Receiving Party's knowledge, possession or control, will be kept secret and confidential and will not be used for any purposes other than those required or permitted by these Terms and Conditions save that which is trivial or obvious, already in its possession other than as a result of a breach of this clause or in the public domain other than as a breach of this clause.

12.1. These Terms and Conditions will remain in force notwithstanding completion of the provision of the Services in respect of any matters, covenants or conditions which have not been done, observed or performed prior thereto, and all representations, warranties and obligations of the parties (except for obligations fully performed) continue in full force and effect notwithstanding completion of the provision of the Services.
12.2. The Company will have the right at any time and for any reason to terminate or suspend any contract under these Terms and Conditions in whole or in part by giving the Supplier written notice. Upon receipt of such notice the Supplier will discontinue all work on the provision of the Services and the Company will pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation will not include loss of anticipated profits or any consequential loss.

13.1. The Supplier undertakes to the Company that the Supplier will not, either on it’s own account or jointly with or for any other person, firm or company, solicit the custom of the Client for the purpose of offering to the Client goods or services similar to or materially competing with those of the Company.

14.1. The Supplier will:
14.1.1. Carry professional indemnity insurance cover in the sum of [£2,000,000] for each and every claim arising out of any one event in respect of any negligence omission or default on the Supplier’s part in the performance of Supplier’s duties and obligations under these Terms and Conditions; and
14.1.2. Use best endeavours to maintain the same or equivalent cover with reputable insurers carrying on business in the United Kingdom for period of at least [5] years from the completion of the Services.
14.2. If required by the Company, the Supplier will produce copies of the terms of the insurance, the latest premium receipt and any other evidence reasonably required to show that the Supplier’s professional indemnity insurance is being maintained including if appropriate the letter from the Supplier’s broker confirming these details.

15.1. These Terms and Conditions, together with the Order Confirmation and, if any, the Change Request, constitute the entire and only legally binding agreement between the parties relating to its subject matter and no addition of or exclusion of or variation of these Terms and Conditions, whether express or implies, will be binding upon the parties unless made in accordance with clause 5.
15.2. Each right or remedy of the Company under these Terms and Conditions is without prejudice to any other right or remedy of the Company whether under the Terms and Conditions or not.
15.3. If any provision of these Terms and Conditions is held by any part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question will not be affected. Every provision is agreed to be severable from every other.
15.4. No waiver by the Company of any breach of these Terms and Conditions by the Supplier will be deemed as a waiver of any subsequent breach of the same or any other provision, nor of the provision itself.
15.5. Where these Terms and Conditions refer to communications being written, those include any communications delivered by hand or by national postal service, or delivered by fax (but only on proof of receipt), and/or by email (but only on proof of receipt).
15.6. Any typographical, clerical or other error or omission in the Order Confirmation, acceptance of offer or other document or information issued by the Company will be subject to correction without any liability on the part of the Company.
15.7. Subject to clause 15.8 a person who is not party to these Terms and Conditions shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of these Terms and Conditions. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
15.8. The following clauses are also intended to benefit the Client and will be enforceable by the Client to the fullest extent permitted by law:
15.8.1. Clause 2 PROVISION OF THE SERVICES;
15.8.2. Clause 8 WARRANTIES;
15.8.3. Clause 9 DATA PROTECTION;
15.8.4. Clause 10 INTELLECTUAL PROPERTY; and
15.8.5. Clause 11 CONFIDENTIALITY.
15.9. These Terms and Conditions will be governed and construed in accordance with the laws of England, and both parties submit to the exclusive jurisdiction of the English courts.

Declaration
By completing this form, you (the “Supplier”) confirm that all information provided to Cerberus Security Services Ltd (the “Company”) is accurate and that your organisation complies with all relevant HMRC, employment, and security industry requirements.
This declaration forms part of your onboarding and ongoing compliance obligations.

The Supplier confirms that:
- The legal name of the company has been correctly provided
- The company registration number is valid and registered
- VAT registration details (if applicable) are accurate
- The registered office address is correct and up to date
The Supplier understands that any incorrect or misleading information may result in rejection or termination from the Company’s supply chain.

The Supplier confirms that:
- A valid PAYE scheme is in place
- All workers are paid through the PAYE system (where applicable)
- Income tax is correctly deducted from wages
- National Insurance contributions are paid in accordance with HMRC requirements
The Supplier accepts full responsibility for all tax-related obligations and liabilities.

The Supplier confirms that:
- All workers receive payslips for each payment
- Payments comply with National Minimum Wage (NMW) and National Living Wage (NLW) regulations
- Holiday pay is correctly calculated and paid in line with UK employment law
The Supplier acknowledges that failure to comply with wage regulations may result in immediate removal from the Company’s approved supplier list.

The Supplier confirms that:
- All workers have valid legal right to work in the UK
- Appropriate identification documents (passport/visa) have been checked
- National Insurance numbers have been verified
The Supplier accepts full responsibility for ensuring ongoing right-to-work compliance.

The Supplier confirms that:
- All security personnel hold valid SIA licences (or PSA where applicable)
- BS7858 vetting has been completed for all relevant staff
- All staff deployed meet industry and client standards
Any failure to meet licensing or vetting requirements will result in immediate suspension or termination.

The Supplier agrees to:
- Maintain all compliance standards throughout the working relationship
- Notify the Company immediately of any changes affecting compliance
- Provide supporting documentation upon request

The Supplier confirms that:
- All statements made in this form are true and accurate
- Proper internal checks have been completed before submission
- They understand that Cerberus Security Services Ltd relies on this information for compliance and audit purposes
The Supplier acknowledges that any false declaration may result in:
- Removal from the supplier network
- Termination of agreements
- Potential legal or regulatory action

Declaration
By completing this application and signing below, you (the “Supplier”) agree to provide services to Cerberus Security Services Ltd (the “Company”) under the following terms.

(1) The Contractor is engaged in the business of providing security services, has reasonable skill, knowledge, and experience in that field, and requires the services of suitably skilled, trained, knowledgeable and experienced Labour Suppliers.
(2) The Labour Supplier has reasonable skill, training, knowledge, and experience in the field of security services and wishes to offer his services to the Contractor.
(3) In reliance upon that skill, training, knowledge and experience the Contractor wishes to engage the Labour Supplier to provide the security services described herein and the Labour Supplier has agreed to accept the engagement subject to the terms and conditions of this Agreement.

“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in United Kingdom and Republic of Ireland.
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such);
“Contractor’s Client” means any companies registered in the UK and Ireland who has contracted Cerberus Security Services Ltd to supply security services.
“Services” means the supply of licenced security guards (labour) and where applicable with dogs only.
“SIA and PSA” means the Security Industry Authority and Private Security Authority of Ireland, the regulatory body for the private security industry in the United Kingdom and Ireland; and
“Term” means the term of this Agreement for which the Services will be provided as set out in Schedule 1.

1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means.
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time.
1.2.4 a Schedule is a schedule to this Agreement; and
1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
1.2.6 a "Party" or the "Parties" refer to the parties to this Agreement.

2.1 The Contractor hereby engages the Labour Supplier to provide the Services detailed in Schedule 1, for the Term specified therein, in accordance with the terms and conditions of this Agreement.
2.2 This appointment is mutually non-exclusive, and the Labour Supplier shall be entitled, at his own expense, to substitute or to employ some other worker, having the requisite training, skills, experience, and licensing and who is acceptable to the Contractor, to perform the Services. The Labour Supplier shall in any event always provide such a substitute where the provision of the Services is unduly delayed by absence due to incapacity, or for any other reason upon notification by a duly authorized representative of the Contractor that the delay occasioned is unacceptable.
2.3 It is understood and agreed that the Labour Supplier’s activities and those of his substitutes or employees are always under the Labour Supplier’s exclusive direction and control.
2.4 The Labour Supplier is responsible for the quality of the work undertaken and shall ensure that the Services are performed with all reasonable care, and without limitation is wholly responsible for ensuring that anyone authorized by him to perform all, or any part of the Work shall also do so competently and with reasonable care.
2.5 Subject to the express requirements of the Contractor’s Client, the Sub- Contractor is responsible for organizing how and in what order the Work is done and shall liaise with the Contractor’s duly authorized representative to ensure that due account is taken of such requirements and the impact of the Services to be performed upon the activities of the Contractor and any other Labour Suppliers also engaged by the Contractor.
2.6 The Labour Supplier shall be responsible for rectification of any unsatisfactory work at his own expense.
2.7 The grant/acceptance of this appointment does not create any mutual obligations on the part of the Contractor or the Labour Supplier to offer/accept any further appointment and no continuing relationship shall hereby be created or implied.

3.1 The Labour Supplier hereby warrants that he is suitably qualified, trained and licensed to provide the Services and attaches evidence of such licensing as Schedule 2.
3.2 The Labour Supplier hereby undertakes that any other party appointed by him to perform the Services under Clause 2 shall also be suitably qualified, trained and licenced and attaches evidence of the same as Schedule 2.
3.3 The Labour Supplier shall promptly inform the Contractor of any changes to their licencing status or that of any other parties as described in sub- Clause 3.2.
3.4 The Labour Supplier hereby acknowledges that loss of any relevant licenses as described under this Clause 3 shall render the Labour Supplier unable to render the Services and shall result in the immediate termination of this Agreement by the Contractor.

4.1 The Contractor shall have in place, in relation to the services provided by them to the Contractor’s Client, public liability insurance with a minimum limit of indemnity of £5m in any one occurrence. Such insurance shall cover the Labour Supplier to the extent evidenced in the policy and/or cover note attached as Schedule 3.
4.2 To the extent that the Labour Supplier is not covered by the Contractor’s insurance described under sub-Clause 4.1, the Labour Supplier shall be liable for, and shall indemnify the Contractor against any costs, liability, damages, loss, claims or proceedings in respect of any injury or damage whatsoever to any property where such injury or damage arises out of or in the course of or by reason of the performance of the Services; provided that it is due to the negligence, breach of statutory duty, or omission or default of the Sub- Contractor, his servants or agents, or of any person for whom the Sub- Contractor is responsible.

5.1 The Contractor shall be responsible for the provision of the following equipment:
5.2 The Labour Supplier shall be responsible for the provision of his own equipment which shall include the following: Personal Protective Equipment, Torch Light, Uniforms etc.

6.1 The Labour Supplier’s relation to the Contractor is that of an independent contractor and shall have the status of a self-employed person and shall be responsible for all Income Tax and National Insurance or similar taxes or contributions in respect of the consideration payable hereunder and the Sub- Contractor hereby indemnifies the Contractor in respect of any claims that may be made by the relevant authorities against the Contractor in respect of Income Tax or National Insurance or similar taxes or contributions, including interest and penalties, relating to the Services as provided by the Sub- Contractor hereunder.
6.2 The Labour Supplier agrees to be responsible for his expenses and Value Added Tax.
6.3 Nothing in this agreement shall be deemed to create any partnerships, joint venture or employment relationships between the Parties.

7.1 The Contractor shall pay the Labour Supplier in accordance with the following in consideration of the Services: 7.1.1 The Contractor will pay the Labour Supplier a minimum agreed wage per hour, except pre agreed rates for different circumstances.
7.1.2 Payment will be made only following completion of the Services.
7.1.3 Claims for payment shall be made by invoice.
7.2 All payments required to be made pursuant to this Agreement by either Party shall be made within 45 days of the date of the relevant invoice in EURO or GBP in cleared funds to such bank in as the other Party may nominate.
7.3 All payments made under this Agreement are expressed exclusive of any Value Added Tax chargeable thereon.
7.4 Where any payment pursuant to this Agreement is required to be made on a day on which is not a Business Day, it may be made on the next following Business Day.
7.5 No further payment will be made to the Labour Supplier for the Services over and above the entitlement contained in this Clause 7 and without limitation no payment will be made to the Labour Supplier in respect of any expenses incurred by the Labour Supplier in performing the Services.

8.1 The Labour Supplier shall not, during provision of the Services or for a period of 3 Years following the termination or expiry of this Agreement, solicit the Contractor’s Client (or any other of the Contractor’s clients).

9.1 Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorized in writing by the other Party, it shall, always during the continuance of this Agreement and for 3 Years after its termination:
9.1.1 keep confidential all Confidential Information.
9.1.2 not disclose any Confidential Information to any other party.
9.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement (including, but not limited to, the provision of the Services).
9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 ensure that none of its directors, officers, employees, agents, sub- contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.

10.1 This Agreement shall come into effect on 26/02/2024 and shall continue in force for the Term set out in Schedule 1 or until terminated in accordance with this Clause 10.
10.2 This Agreement is terminable at any time by the Contractor or by the Sub- Contractor without notice and without giving any reason for such termination. Without prejudice to the generality of that provision, this Agreement shall terminate, notwithstanding any other rights and remedies the parties may have, in the following circumstances: 10.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within fourteen days of written notice of such failure from the other Party.
10.2.2 the Labour Supplier goes into bankruptcy or liquidation either voluntary or compulsory or if a receiver is appointed in respect of the whole or any part of its assets.

Neither Party to this Agreement shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any because that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
14.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England and Wales.

Declaration
By completing this application and signing below, you (the “Supplier”) agree to the following terms with Cerberus Security Services Ltd (the “Company”).

The Company may share information with the Supplier for the purpose of assessing, onboarding, and delivering security services. The Supplier agrees to keep all such information confidential and use it only for legitimate business purposes.

Confidential Information includes all information shared by the Company, including but not limited to client details, site information, operations, pricing, systems, and internal processes, whether provided verbally, in writing, or electronically.

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Agreed Terms

1.1 The following definitions and rules of interpretation in this clause apply in this agreement:
Business Day: a day (other than a Saturday, Sunday or public holiday) when the banks in London are open for business.
Group: in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company.
Holding company and subsidiary: mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006.
Purpose: Data protection and Confidentiality as per the Data Protection Act 2018 and GDPR.
Representatives: Employees, agents and other representatives of the Recipient.

2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party:
2.1.1 not use or exploit the Confidential Information in any way except for the Purpose;
2.1.2 not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;
2.1.3 Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose;
2.1.4 not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system;
2.1.5 keep separate the Confidential Information from all documents and other records of the Recipient;
2.1.6 apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information;
2.1.7 keep a written record of any document or other Confidential Information received in tangible form;
2.1.8 Ensure that any document or other records containing Confidential Information shall be kept at its premises.

2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that they are informed of its confidential nature and the Recipient remains liable for their compliance.

3.1 At the request of the Disclosing Party, the Recipient shall promptly destroy or return all documents and materials containing Confidential Information and erase it from its computer systems.

4.1 The Disclosing Party reserves all rights in its Confidential Information. No rights are granted to the Recipient other than those expressly stated.
4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for breach. The Disclosing Party shall be entitled to the granting of equitable relief (including injunctive relief).

The Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs, expenses, damages and losses arising from any breach of this agreement.

6.1 The obligations of each party shall continue for a period of 10 years from the termination of this agreement.

13.1 This agreement shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.