THE NATIONAL LOTTERY COMMISSION AND [INSERT BIDDER'S NAME] BID PROCESS AGREEMENT. National Lottery Commission 101 Wigmore Street London W1U 1QU

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1 2006 THE NATIONAL LOTTERY COMMISSION AND [INSERT BIDDER'S NAME] BID PROCESS AGREEMENT National Lottery Commission 101 Wigmore Street London W1U 1QU

2 AGREEMENT BETWEEN (1) [Insert bidder's name] a company incorporated in [insert country of registration], having its registered office at [insert registered office details] and whose registered number is [insert registered number] (Bidder); and (2) THE NATIONAL LOTTERY COMMISSION whose principal place of business is 101 Wigmore Street, London W1U 1QU (Commission). WHEREAS: (A) (B) (C) (D) (E) The Current Licensee holds the Existing Licence. The Existing Licence shall have effect until 31 January The Commission has announced its intention to invite persons to tender for a New Licence by issuing the ITA. To enable the Bidder to form a view on whether or not to submit a Bid, to enable the Bidder to participate in a Bid, to enable the Bidder to respond to the ITA by formulating its Bid, if appropriate, and to enable the Bidder to finalise the terms of a New Licence with the Commission, if appropriate, the Commission will make available certain information relating to the Existing Licence and the Current Licensee which is of a confidential nature. The Bidder will require access to the information described in Recital (C) for the Agreed Purpose. It is a condition of accessing the Virtual Data Room and entering the Third Competition that the Bidder grants the undertakings contained in this Agreement. In consideration for accessing the Virtual Data Room and entering the Third Competition, the Bidder undertakes to the Commission for the benefit of the Commission and each Beneficiary as follows: 1. DEFINITIONS In this Agreement the following expressions have the following meanings: 1.1 Agreement means this agreement; 1.2 Agreed Purpose means the purpose that the information described in Recital (C) will be made available to the Bidder by the Commission for, namely, to enable the Bidder to: form a view on whether or not to submit a Bid; participate in a Bid; Page 2

3 (c) (d) respond to the ITA by formulating its Bid if appropriate; and finalise the terms of a New Licence with the Commission if appropriate; 1.3 Beneficiaries means the Commission, the Department for Culture, Media and Sport and their respective advisers and representatives; 1.4 Bid means the bid that the Bidder may submit in response to the ITA in connection with the Third Competition; 1.5 Bidder Information means all information of whatsoever nature whether oral, written or in any other form made available by the Bidder to the Commission or its representatives directly or indirectly as part of the content or terms of a Bidder Proposal or any other information provided under Clause 3.1, provided always that information originating from the Commission shall not constitute Bidder Information; 1.6 Bidder Proposal means a proposal submitted by the Bidder in relation to a New Licence consisting of, or incorporated in, any Bid or any other similar document or proposal (or any part thereof); 1.7 Confidential Information means, subject to Clause 2, all information held in the Virtual Data Room and any other information that the Commission may, in its absolute discretion, determine to be Confidential Information; 1.8 Current Licensee means Camelot Group plc, company number of Tolpits Lane, Watford, Hertfordshire WD18 9RN; 1.9 Data Room Rules means the rules of the Virtual Data Room which the Commission will issue prior to the opening of the Virtual Data Room and any amendment to these rules issued by the Commission; 1.10 EEA means the European Economic Area; 1.11 Existing Licence means the licence held by the Current Licensee to run the National Lottery granted to it by the Commission pursuant to its powers under section 5 of the National Lottery etc Act 1993 as amended; 1.12 Group in relation to any body corporate means that body and its subsidiaries, subsidiary undertakings, holding companies and subsidiary or subsidiary undertakings of that holding company (if any), in each case as defined in the Companies Act 1985 as amended, and any member of the Bidder s consortium; 1.13 Intellectual Property means trade marks, service marks, trade names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database and all other similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations; Page 3

4 1.14 ITA means the Invitation to Apply which will be issued by the Commission on 28 April 2006; 1.15 National Lottery means: a lottery that forms part of the National Lottery if it is promoted in accordance with a licence under section 5 of the National Lottery etc Act 1993 as amended; and a reference to National Lottery is a reference to the lotteries forming part of the National Lottery in accordance with Clause 1.15 above; 1.16 New Licence means a licence to run the National Lottery granted by the Commission pursuant to its powers under section 5 of the National Lottery etc Act 1993 as amended from 1 February 2009; 1.17 Related Persons means, in respect of the relevant person, that person s shareholders, directors, employees, advisers, agents or consultants and, in relation to the Commission, includes the Chairman, the Commissioners and the Chief Executive of the Commission and, in relation to the Bidder s Group, includes potential providers of finance to the Bidder in relation to the Third Competition and persons who, at the time they or any member of the Bidder s Group receive any Confidential Information, occupy any of such positions in relation to any member of the Bidder s Group; 1.18 Successful Bidder means a bidder announced by the Commission as the bidder to whom it intends to award a New Licence; 1.19 Third Competition means the procedure adopted by the Commission (as may be varied from time to time) for the selection of a licensee for a New Licence; and 1.20 Virtual Data Room means the electronic site designated as such by the Commission in which information relating to the Third Competition will be stored and made available for inspection by the Bidder. 2. EXCEPTIONS 2.1 For the purposes of this Agreement, Confidential Information does not include information if and to the extent that it: (c) is, at the time of disclosure by the Commission to the Bidder, its representatives or any member of the Bidder s Group and any of their respective Related Persons within the public domain and could be obtained by any person with no more than reasonable diligence; comes into the public domain and could be so obtained after such disclosure, otherwise than by reason of a breach of any of the terms of this Agreement or any other obligation of confidentiality; or is, at the time of such disclosure, already within the possession of the Bidder or is subsequently provided to the Bidder by a person who has not obtained Page 4

5 such information from, or is not a Related Person of the Commission provided that, in any such case, such information was not obtained illegally or disclosed by any person in breach of any undertaking or duty as to confidentiality whether express or implied. GENERAL BIDDER OBLIGATIONS 3. PROVISION OF INFORMATION 3.1 The Bidder shall, if and to the extent so requested by the Commission, provide the Commission or its representatives with such information concerning the Bidder or any member of the Bidder s Group and their respective businesses as the Commission may require and shall present such information in such manner, including preparing such analyses and disaggregated presentations of information, as the Commission may reasonably require. The obligations under this Clause 3.1 shall come to an end on the date of grant of the New Licence. 4. UNDERTAKINGS BY THE BIDDER 4.1 The undertakings, acknowledgements and confirmations contained in this Agreement are given by the Bidder for the benefit of the Commission and each of the other Beneficiaries. The Bidder acknowledges and agrees that the Commission is entering into these arrangements for itself and as agent for each of the other Beneficiaries. In consideration of Confidential Information being made available to the Bidder and subject to Clauses 4.2 and 5 below, the Bidder hereby agrees and undertakes that it and its representatives and members of the Bidder s Group and any of their respective Related Persons: (c) (d) (e) shall keep secret and confidential all Confidential Information supplied to the Bidder or its representatives or the Bidder s Group or any of their respective Related Persons and shall not, whether or not the discussions proceed, disclose such Confidential Information to any person other than such persons as the Commission may from time to time approve in writing; shall not disclose any of such Confidential Information to any of the Bidder s representatives or any member of the Bidder s Group or any of their respective Related Persons except those who need to know the Confidential Information for the purposes of evaluating whether or not and on what terms the Bidder might proceed with a Bidder Proposal; shall use all such Confidential Information solely for the Agreed Purpose; without prejudice to the generality of Clause 4.1(c), not use any Confidential Information so as to procure any commercial, trading or other advantage over the Commission, the Beneficiaries, the Current Licensee and/or a New Licensee; treat and safeguard as private and confidential all Confidential Information; Page 5

6 (f) (g) ensure that all Confidential Information is kept in a secure place at all times and is properly protected against theft, damage, loss or unauthorised access; not make any copies in any form of any document, disk, tape or other device containing Confidential Information or authorise any other person to do so, except: (i) for the purpose of supplying Confidential Information to persons to whom disclosure of Confidential Information is permitted by the terms of this Agreement; or (ii) with the prior written consent of the Commission; (h) (i) (j) shall keep a record of the Confidential Information provided to the Bidder and its representatives and any member of the Bidder s Group and any of their respective Related Persons in writing or stored on any disk, tape or other device and, so far as is reasonably possible, of the location of that Confidential Information and of any persons to whom the Bidder or its representatives or any member of the Bidder s Group or any of their respective Related Persons has passed any Confidential Information (whether oral or reduced to writing or stored on any disk, tape or other device) and the Bidder shall, if requested by Commission, deliver or procure the delivery of a copy of such record to Commission; without prejudice to the generality of Clause 4.1, shall not make contact with the Current Licensee in connection with Confidential Information without the prior written consent of the Commission; and shall procure that any of the Bidders representatives or any member of the Bidder s Group or any of their respective Related Persons (who are a body corporate or partnership (or equivalent)) to whom disclosure of such Confidential Information is made, enter into the third party undertaking in the form scheduled to this Agreement at Schedule 1 in favour of the Commission and the Bidder in advance of such disclosure. 4.2 The Bidder further acknowledges and confirms as follows: that none of the Beneficiaries or any third parties who may supply Confidential Information accept any responsibility for, or make any representation or warranty (express or implied) as to the accuracy, reasonableness or completeness of the Confidential Information or any oral communication in connection therewith; that neither the receipt of any Confidential Information nor any discussion relating to a Bidder Proposal constitutes the giving of investment advice by any Beneficiary or the creation of a customer relationship with any Beneficiary; Page 6

7 (c) (d) that nothing in this Agreement nor in the Bidder s and/or the Bidder s Group s participation in the Third Competition shall give rise to any rights or remedies against the Commission; and that the Commission may change the basis of or the procedures for the Third Competition, reject any person from further participation at any stage of the Third Competition, reject all or any proposals, terminate discussions with or directly or indirectly involving the Bidder or any member of the Bidder s Group and/or decide not to proceed with the Third Competition. 5. OTHER UNDERTAKINGS BY THE BIDDER 5.1 The Bidder hereby agrees and undertakes that it and its representatives and members of the Bidder s Group and any of their respective Related Persons shall not disclose to any person information relating to the status of the discussions with the Commission or with any other prospective new licensee other than the fact that the Bidder is investigating the possibility of submitting, has decided to submit or has submitted, a Bidder Proposal. 5.2 The Bidder further acknowledges and confirms as follows: that any information made available to the Bidder or its representatives or any member of the Bidder s Group or any of their respective Related Persons prior to, in the course of, or for the purpose of, negotiating, analysing or evaluating a Bidder Proposal, will not constitute an offer by or on behalf of any Beneficiary to operate the National Lottery, nor will any such information form the basis of a New Licence; and that the Bidder is acting as a principal on its own account and not as agent or broker for any other person(s) and will be responsible for any costs incurred by it or on its behalf in connection with a Bidder Proposal. 5.3 The Bidder warrants, represents and undertakes to the Commission that, to the best of its knowledge: all the information, representations and other matters of fact communicated in writing to the Commission or its representatives by the Bidder or any of its representatives or any member of the Bidder s Group or any of their respective Related Persons in connection with the Third Competition are, unless otherwise notified in writing to the Commission and accepted by it, accurate and not misleading in all material respects both as at the date communicated and as at the date of submission of the Bidder Proposal; and it will inform the Commission in writing of any material change to any of the information, representations and other matters of fact communicated to the Commission as part of a Bidder Proposal or in connection with the submission of the Bidder Proposal and of any material change in circumstances which may affect the truth, completeness or accuracy of any information provided as part of the Bidder Proposal or in connection with the submission of the Bidder Proposal immediately upon becoming aware of such changes. Page 7

8 6. DISCLOSURE 6.1 The undertakings in Clause 4.1 and Clause 5.1 above shall not apply to any disclosure of Confidential Information: (c) (d) required by any applicable law or by any supervisory or regulatory body (including, but not limited to, Financial Services Authority or The Panel on Takeovers and Mergers) to whose authority the Bidder (including its shares or securities) is subject or with whose rules it is necessary for the Bidder to comply; or which is in or subsequently comes into the public domain (unless as a result of a breach of this Agreement or a bid process agreement entered into by any other bidder in connection with the Third Competition); or which is lawfully in the Bidder s possession (as can be demonstrated by its written records) and was not acquired directly or indirectly from any Beneficiary; or to the extent expressly approved in writing by the Commission. 6.2 The Bidder undertakes (for itself, its representatives and as trustee and agent for each member of the Bidder s Group and their respective Related Persons) that if it, its representatives or any member of the Bidder s Group or any of their respective Related Persons becomes aware that it or they may become compelled or required to disclose any Confidential Information by law or regulation binding on such person: (c) (d) the Bidder shall or shall procure that the Commission is informed of such fact or obligation as soon as practicable and before any Confidential Information is disclosed; the Bidder shall ensure and procure that full details of any proposed disclosure will be given to the Commission before any Confidential Information is disclosed; the Bidder shall ensure and procure that any such disclosure of Confidential Information will be limited to the minimum amount of Confidential Information required to satisfy any such disclosure obligation; and the Bidder shall procure that its representatives, each member of the Bidder s Group and their respective Related Persons shall co-operate with the Commission, have due regard to the views and opinions of the Commission, take such steps as the Commission may reasonably require in order to mitigate the effects of, or avoid the requirement for, any such disclosure, and assist the Commission in any appropriate action which the Commission may decide to take. 7. BOND 7.1 The Bidder shall provide a bond in an amount equal to 100,000. Page 8

9 7.2 The bond shall be in the form set out in Schedule 2 to this Agreement and shall be issued by a bank licensed and located within the EEA and with a long-term credit rating of not less than A from Standard & Poor s Rating Services or a long-term credit rating of not less than A2 from Moody s Investor Services Limited. The bond shall be valid until 31 December 2007 and shall be returned following either: (if the Bidder has not submitted a Bid) the later of: (i) the date upon which the Successful Bidder is announced; (ii) termination of the Third Competition by the Commission; or (iii) the date on which the Bidder satisfies its obligations under this Agreement; or (if the Bidder has submitted a Bid) expiry. 7.3 The bond shall be free of interest and payable, on the Commission s first demand, upon receipt of the Commission s duly signed request for payment stating that the Bidder, its representatives, any member of the Bidder s Group and/or their respective Related Persons have violated the obligations under this Agreement and/or any other rules applicable to the Third Competition. 7.4 The Commission shall, in the circumstances described at Clause 7.3 above, be entitled in its discretion to claim the full amount of the bond or any part thereof. 7.5 The bond shall allow multiple claims, provided that they do not exceed the total amount of the bond and provided that the conditions under Clause 7.3 are met on each occasion. 8. VIRTUAL DATA ROOM 8.1 Access to the Virtual Data Room shall be made available to the Bidder as indicated by the Data Room Rules or as otherwise indicated to the Bidder by the Commission. 8.2 The Bidder acknowledges and agrees to comply and agrees to procure the compliance of any individual who has access to the Virtual Data Room with any obligations as set out in this Agreement and the Data Room Rules. 8.3 The documents contained in the Virtual Data Room shall be made available by Commission to the Bidder subject to and on the terms contained in this Agreement and the Data Room Rules or as otherwise indicated to the Bidder by the Commission. 8.4 The Bidder shall procure that such individual enters into a data room visitor s declaration in the form scheduled to this Agreement at Schedule The Bidder acknowledges that the documents contained in the Virtual Data Room constitute Confidential Information for the purposes of this Agreement and may also contain personal data relating to individuals. Page 9

10 8.6 The Bidder shall hold such documents contained in the Virtual Data Room in complete confidence and subject to the terms of this Agreement. 9. INTELLECTUAL PROPERTY 9.1 Disclosure of the Confidential Information does not imply or confer any licence or permission on the Bidder to use the Confidential Information for any purpose other than for the Agreed Purpose. 9.2 As between the Bidder and the Commission, all Intellectual Property in the Confidential Information shall remain the property of the Commission, the Current Licensee or any other licensor (as the case may be). 10. CORRUPT GIFTS The Bidder shall not, and shall procure that their directors, officers, employees and professional advisors shall not, directly or indirectly: (c) pay any sums; grant any concession or benefit; or make any gift or entertainment of significant cost or value; to any director, officer, employee or professional advisor of any Beneficiary nor enter into any business arrangement with such directors, officers or employees other than as a representative of the Bidder as the case may be without the prior written approval of the Commission. 11. ANTI COLLUSION 11.1 Save as set out in Clause 11.3 the Bidder undertakes that it, its representatives and any member of the Bidder s Group and any of their respective Related Persons shall not, at any time prior to the execution of a New Licence and the satisfaction of any conditions precedent to such New Licence coming into force: enter into any agreement or arrangement with any person that they shall refrain from making any proposal for a New Licence or that they should withdraw any such proposal once offered; and pay, give or offer to pay or give any sum of money or other valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other proposal for a New Licence any of the aforementioned actions The Bidder agrees that it shall be responsible for any failure on the part of its representatives or any member of its Group or any of their respective Related Persons to abide by the terms of Clause 11.1 as if such failure had been its own act of omission. Page 10

11 11.3 The provisions of Clause 11.1 shall not apply to the Bidder to the extent otherwise agreed in writing by the Commission or its representatives. 12. CODE OF CONDUCT 12.1 The Bidder agrees that it will not attempt to contact or interview or solicit information from any representative of any Beneficiary without the express written consent of the Commission. 13. MISUSE OF INFORMATION 13.1 The parties acknowledge that: the Bidder, its representatives or any member of its Group or any of their respective Related Persons may now or in the future be in a contractual relationship with the Commission in relation to matters other than the Agreed Purpose; and the disclosure of Confidential Information permitted under Clause 6 may result in the Bidder, its representatives or any member of its Group or any of their respective Related Persons disclosing Confidential Information to other persons or organisations who are now or may in the future be in a contractual relationship with the Commission, in relation to matters other than the Agreed Purpose The Bidder shall ensure that if the circumstances described in Clause 13.1 apply to it or to any person or organisation to which it is permitted to disclose Confidential Information under Clause 6: (c) all Confidential Information shall be used only for the Agreed Purpose; only such persons as may be approved by the Commission in writing from time to time, shall be engaged in relation to the Agreed Purpose; and all Confidential Information and work in relation to the Agreed Purpose shall be kept distinct from other activities. The methods used by the Bidder to ensure compliance with this Clause 13.2 shall include the use of separate communications links, separate accommodation, secure storage of files and separate reporting arrangements. The Commission (acting reasonably) will be entitled to audit compliance with this Clause 13. BIDDER OBLIGATIONS RELATED TO THE SUBMISSION OF A BIDDER PROPOSAL 14. BIDDER S SUBMISSION CHECKLIST/BID SUBMISSION CERTIFICATE 14.1 If the Bidder decides to submit a Bid, it shall submit together with the Bid: a completed bidder s submission checklist in the form to be set out in the final version of the ITA; Page 11

12 a completed bid submission certificate in the form set out in Schedule 4 to this Agreement; and (c) a completed restrictive agreement declaration in the form set out in Schedule 5 to this Agreement. BIDDER OBLIGATIONS RELATED TO THE PERIOD AFTER THE DEADLINE FOR THE SUBMISSION OF BIDDER PROPOSALS 15. PROVISION OF INFORMATION ON BIDDER PROPOSAL 15.1 The Bidder shall, if and to the extent so requested by the Commission provide the Commission or its representatives with such information concerning the Bidder Proposal as the Commission may require and shall present such information in such manner, including preparing such analyses and disaggregated presentations of information, as the Commission may reasonably require. The obligations under this Clause 15.1 shall come to an end on the date of grant of the New Licence. 16. RETURN OR DESTRUCTION OF INFORMATION 16.1 The Bidder undertakes for itself, its representatives and as trustee and agent for each member of the Bidder s Group and any of their respective Related Persons that if: (c) the participation of the Bidder and/or the Bidder s Group in the Third Competition is rejected or terminated by the Commission at any stage of the Third Competition; or the Bidder and/or the Bidder s Group decides not to bid for or otherwise ceases to be interested in participating in the Third Competition; or the Commission so requests in writing, the Bidder shall, on the Commission s request, return any written Confidential Information so provided without keeping any copies thereof and shall either hand over to the Commission any or all Confidential Information as the Commission may, in its absolute discretion, specify, or destroy any or all notes or memoranda or other stored information of any kind prepared by the Bidder or its representatives relating to any of the Confidential Information or the discussions as the Commission may, in its absolute discretion, specify. The Bidder shall provide written confirmation to the Commission as soon as it has complied with any such request. GENERAL TERMS 17. CONTINUING OBLIGATION 17.1 The Bidder acknowledges and agrees (for itself, its representatives and on behalf of each member of the Bidder s Group and any of their respective Related Persons) that the provisions of this Agreement shall continue in effect notwithstanding any decision by the Commission to change the basis of or the procedures for the Third Page 12

13 Competition, to reject any person from further participation at any stage of the Third Competition, to reject all or any proposals, and/or to terminate discussions with or directly or indirectly involving the Bidder or any member of the Bidder s Group or any other decision by the Bidder, the Bidder s Group or the Commission not to proceed with the Third Competition. 18. SPECIFIC PERFORMANCE 18.1 The Bidder acknowledges and agrees that damages would not be an adequate remedy for any breach by it of the provisions of this Agreement and that, without prejudice to all other remedies to which they may be entitled as a matter of law, any Beneficiary shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement and no proof of special damages shall be necessary for the enforcement of this Agreement. 19. INDEMNITY 19.1 The Bidder hereby agrees to indemnify and keep indemnified the Beneficiaries against any costs, claims, demands, losses or liabilities whatsoever arising directly or indirectly out of any breach by the Bidder, any member of the Bidder s Group or any of their respective Related Persons of the obligations under this Agreement. 20. NOTICES 20.1 Notices in relation to this Agreement shall be given in writing to the relevant address stated above (or to such other address as each party shall previously have notified in writing to the other party) and any notice sent by fax shall be deemed to have been received when transmitted provided there is evidence of confirmed transmission and provided further that a confirmatory copy of the notice sent by fax is sent by hand or by first class post forthwith upon the transmission of the fax and any notice sent by hand shall be deemed received when delivered and any notice sent by first class post shall be deemed received 48 hours after posting. Notices to be sent to Commission shall be marked for the attention of Mark Harris, Chief Executive of the National Lottery Commission. 21. OTHER UNDERTAKINGS 21.1 This Agreement is without prejudice to any other undertakings or obligations (whether written or not) assumed by the Bidder or its representatives or any member of the Bidder s Group or any of their respective Related Persons to the Beneficiaries in connection with the Confidential Information. 22. WAIVER AND INVALIDITY 22.1 No failure or delay by the Commission in exercising any right, power or privilege under this Agreement shall constitute a waiver thereof nor shall any single or partial exercise thereof preclude further exercise thereof or the exercise of any right, power of privilege hereunder or otherwise. Page 13

14 23. ASSIGNMENT 23.1 This Agreement shall be binding upon the parties and their successors The Commission may assign its rights or obligations under this Agreement The Bidder shall not be entitled to assign any rights or obligations under this Agreement. 24. SEVERANCE 24.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions of this Agreement. 25. ENTIRE AGREEMENT 25.1 This Agreement sets out the whole agreement and understanding between the parties with respect to the subject matter of this Agreement It is agreed that neither party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party or its Related Persons. 26. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. 27. COUNTERPARTS 27.1 This agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. Page 14

15 28. GOVERNING LAW AND JURISDICTION 28.1 This Agreement shall be governed by and construed in accordance with the laws of England, and the parties hereby submit to the exclusive jurisdiction of the English Courts. AS WITNESS this Agreement has been duly executed by the parties hereto the day and year before written. SIGNED for and on behalf of: National Lottery Commission by: AUTHORISED SIGNATORY SIGNED for and on behalf of: [Insert bidder's name] by: Page 15

16 Page 16

17 SCHEDULE 1 THIRD PARTY UNDERTAKING In consideration for the disclosure of Confidential Information being made to us in accordance with the bid process agreement made between the Commission and [ ] dated [ ] (Agreement) we undertake for and on behalf of [Insert name of Bidder s representative/bidder s Group or Related Persons] that: We have read the Agreement and are fully aware of the obligations as to confidentiality contained in that Agreement; We understand that any information disclosed to us in accordance with the Agreement constitutes Confidential Information and we undertake to be bound by and comply with the terms and conditions of the Agreement as if we were a party to such Agreement and subject to the obligations under it; and We understand that any information disclosed to us in accordance with the Agreement may also contain personal data relating to individuals and we undertake to hold such information in complete confidence and subject to the terms of that Agreement. For the avoidance of doubt, this undertaking is given in favour of both the Commission and the Bidder. Terms used in this undertaking have the same meaning as defined in the Agreement. Dated Signature in the capacity of.. (State official position e.g. Director, Manager, Secretary etc) Duly authorised to sign for and on behalf of: [Insert name of Bidder s representative, Bidder s Group or Related Persons]:... Postal address: Telephone No:... (Office)...(Facsimile) Page 17

18 SCHEDULE 2 FORM OF BOND To: National Lottery Commission 101 Wigmore Street London W1U 1QU Bond No... By this bond we... whose address is... hereby guarantee Messrs...(Bidder) of... and hold, subject to the provisions below, at your disposal the sum of 100,000 until 31 December This bond shall be free of interest and payable in cash, on your first demand, upon receipt of your duly signed request for payment stating that the Bidder, its representatives, any member of the Bidder s Group and/or their respective Related Persons have violated the Bid Process Agreement entered into between the Bidder and the Commission (Bid Process Agreement) and/or any other rules applicable to the Third Competition. This bond should be returned to us upon its expiry or upon fulfilment of our undertaking. You are entitled, in your discretion, to claim the full amount of the bond or any part thereof. You are entitled to multiple claims provided that they do not exceed the total amount of the bond. Terms used in this bond have the same meaning as defined in the Bid Process Agreement. Authorised Signatories (To be issued by a bank licensed and located within the EEA and with a credit rating of not less than A from Standard & Poor s Rating Services or a long-term credit rating of not less than A2 from Moody s Investor Services Limited) Page 18

19 SCHEDULE 3 VIRTUAL DATA ROOM VISITOR S DECLARATION In consideration of the National Lottery Commission (Commission) allowing me access to the virtual data room holding information relating to the Third Competition (as defined in the Agreement) I confirm that: I have read the bid process agreement made between the Commission and [name of Bidder] dated [ ] (Agreement) and am fully aware of the obligations as to confidentiality contained in that Agreement, and I agree to be bound by and comply with them as if I were a party to such Agreement and subject to the obligations under it; I understand that the documents contained in the virtual data room and any other information supplied on request (Information) in connection with and relating to the evaluation of the Third Competition by the Commission constitute Confidential Information for the purposes of the Agreement and may also contain personal data relating to individuals. I agree to hold the Information in complete confidence and subject to the terms of that Agreement; and I agree to comply with any rules relating to the virtual data room published on the Commission s website (www.natlotcomm.gov.uk) or otherwise brought to my attention by the Commission. Terms used in this declaration have the same meaning as defined in the Agreement.. Signed Dated Name (please print). Company. address Page 19

20 SCHEDULE 4 BID SUBMISSION CERTIFICATE To the National Lottery Commission (Commission) 1. SUBMISSION OF BID 1.1 We, [insert bidder name], enclose our bid for the right to run the National Lottery under a new licence to be granted by the Commission pursuant to its powers under section 5 of the National Lottery etc Act 1993 as amended from 1 February 2009 (Submission). 1.2 Defined terms in this certificate have the meaning set out in the bid process agreement that was entered into with you dated [ ] (Agreement) 1.3 For the purpose of this Bid Submission Certificate reference to Related Persons shall also include any person connected with us within the meaning given by section 839 of the Income and Corporation Taxes Act 1988 and any of the respective directors, officers, employees, solicitors, accountants, bankers or any other financial or professional advisors of us and/or of our Related Persons. 2. CONFIRMATION OF COMPLIANCE WITH THE BID PROCESS AGREEMENT 2.1 We confirm that we and our representatives and our Group and any of our respective Related Persons have abided by and will continue to abide by the terms of the Agreement. 3. WARRANTIES 3.1 We confirm that we and our representatives and our Group and any of our respective Related Persons have not and will not: enter or entered (as the case may be) into any agreement or arrangement with any other person with the aim of preventing a such person s submission being made or the conditions on which any submission is made; and/or cause or induce or caused or induced (as the case may be) any person to enter into such an agreement as is mentioned in paragraph 3.1 above or to inform us of the details of any rival submission. 4. PREVENTION OF CORRUPTION 4.1 We warrant and undertake that in participating in the Third Competition we, we and our representatives and our Group and any of our respective Related Persons have not committed any prohibited act, such prohibited act being: offering, giving or agreeing to give to the Commission or any public body or to any person employed by or on behalf of the Commission or any other public body any gift or consideration of any kind as an inducement or reward: Page 20

28 April 2006 DATA ROOM RULES AND PROCEDURES

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