NDA - Mike Garde - PDF - Dialogue Ireland

STRICTLY PRIVATE & CONFIDENTIAL
30 th January, 2013
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Re: Non-Disclosure Agreement
Dear Mr Garde,
This Non Disclosure Agreement between Mr. Mike Garde, Dialogue Ireland Trust and affiliated entities
(hereinafter referred to as MG) and Donald Campbell (hereinafter referred to as DC or Client) is entered
into as it is anticipated that DC and/or any affiliated entities will provide MG with certain Confidential
Information. MG agrees that this Confidential Information will be kept confidential to himself only and
to no other person or entity without the written permission of DC.
In consideration of and as a condition to DC providing such Confidential Information, MG agrees
to the terms and conditions set forth in this letter agreement.
1. CONFIDENTIAL AND PROPRIETARY NATURE OF THE INFORMATION
MG acknowledges the confidential and proprietary nature of the Confidential Information, agrees
to hold and keep the Confidential Information as provided in this letter agreement, and otherwise agrees
to each and every restriction and obligation in this letter agreement.
2. CONFIDENTIAL INFORMATION
As used in this letter agreement, the term “Confidential Information” means and includes any
and all of the following items that has been or may hereafter be disclosed to MG by the DC: proprietary
or non-public information concerning the business and affairs of DC, including without limitation
financial statements; reports and data; past, current or planned investment or portfolio information;
contracts and agreements; know-how, inventions and ideas, whether past, current or planned; business
plans; business entity structure details; all regulatory and/or compliance related reports, records and
information; and any other information, however documented, that is proprietary to DC and his affiliates
or is a trade secret within the meaning of applicable state trade secret law.
3. RESTRICTED USE OF CONFIDENTIAL INFORMATION
MG agrees that the Confidential Information (a) will be kept confidential by MG and (b) without limiting
the foregoing, will not be disclosed by MG to any person except as expressly otherwise permitted by this
letter agreement. It is understood that MG may not disclose Confidential Information to his directors,
officers, employees, agents, affiliates, consultants, advisors or other representatives, including legal
counsel, accountants and financial advisors (collectively “Representatives”) who (i) require such material

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for the purpose of evaluating the information and will not publish as such information in any form of
media including printed publication and electronic publications and communications.
4. NONDISCLOSURE
Except as expressly permitted by a separate definitive agreement with respect to any relationship
or Transaction, if any, entered into between the parties, neither MG nor its Representatives will disclose
to any person the fact that the Confidential Information has been disclosed to MG or its Representatives,
or that any discussions or negotiations are taking place concerning any relationship or Transaction. MG
waives his right to rely on any and all previous court decision, judgments, views for protection from
breach of this agreement.
5. EXCEPTIONS
All of the foregoing obligations and restrictions do not apply to that part of the Confidential
Information that (a) was or becomes generally available to the public prior to, and other than as a result
of, a disclosure by DC or its Representatives or (b) was available, or becomes available, to MG on a nonconfidential
basis prior to its disclosure to MG provided, however, the source of such information is not
bound by a confidentiality agreement with DC or is not otherwise prohibited from transmitting the
information to MG or its Representatives by a contractual, legal, fiduciary or other obligation, or.
6. LEGAL PROCEEDINGS
If MG or any of its Representatives becomes legally compelled (by oral questions,
interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand,
or similar process) to make any disclosure that is prohibited or otherwise constrained by this letter
agreement, MG or its Representative, as the case may be, will provide DC with prompt notice of such
legal proceedings so DC may (i) seek an appropriate protective order or other appropriate relief, or (ii)
waive compliance with the provisions of this letter agreement. In the absence of a protective order or MG
receiving such a waiver from the DC, MG or its Representatives are permitted to disclose that portion
(and only that portion) of the Confidential Information that MG or its Representative is legally compelled
to disclose; provided, however, that MG and its Representatives must use reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded by any person to whom any Confidential
Information is so disclosed.
7. NO OBLIGATION TO NEGOTIATE A TRANSACTION
None of the parties shall have rights or obligations of any kind whatsoever with respect to any
Transaction by virtue of this letter agreement other than for the matters specifically agreed to herein.
Without limiting the preceding sentences, nothing in this letter agreement requires any party to enter into
any Transaction or to negotiate the same for any specified period of time.
8. MISCELLANEOUS
(a) Modification. This letter agreement and the agreements set forth in this letter agreement
may be modified or waived only by a separate writing signed by the party or parties expressly modifying
or waiving this letter agreement or such agreements.

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(b) Waiver. Neither the failure nor any delay by any party in exercising any right, power, or
privilege under this letter agreement will operate as a waiver of such right, power, or privilege, and no
single or partial exercise of any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or privilege.
(c) Person. The term “person” means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union, or other entity or governmental body.
(d) Severability. The invalidity or unenforceability of any provision of this letter agreement
shall not affect the validity or enforceability of any other provisions of this letter agreement, which shall
remain in full force and effect. If any of the covenants or provisions of this letter agreement are
determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties
contemplate that the court making such determination shall reduce such extent, duration, scope or other
provision and enforce them in their reduced form for all purposes contemplated by this letter agreement.
(e) Breach. MG agrees that the DC will be irreparably injured by a breach of this letter
agreement by MG or its Representatives, that monetary remedies may be inadequate to protect the DC
against any actual or threatened breach of this letter agreement by MG or by its Representatives, and that
the DC shall be entitled to an injunction or other equitable relief as a remedy for any breach as a matter of
right and without the necessity of having to post a bond. Such remedy shall not be deemed to be the
exclusive remedy for a breach of this letter agreement, but shall be in addition to all other remedies
available at law or equity.
(f) Governing Law; Jurisdiction. This letter agreement will be governed by the laws of the
United Kingdom of Great Britain and N Ireland and also of The Republic of Ireland without regard to
conflicts of laws principles. The parties agree that the sole and exclusive jurisdiction and venue for any
action or proceeding seeking to enforce any provision of, or based on any right arising out of, this letter
agreement shall be in the United Kingdom of Great Britain and N Ireland or, if it has or can acquire
jurisdiction, in the United States District Court for the Southern District of New York, and each of the
parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such
action or proceeding and waives any objection to personal jurisdiction, venue, and inconvenient forum
laid therein. Process and any action or proceeding referred to in the preceding sentence may be served on
any party anywhere in the world.
(g) Headings. The headings of the sections of this letter agreement are inserted for
convenience of reference only and shall not control or affect the meaning or construction of any of the
terms of this letter agreement in any manner.
(h) Construction. This letter agreement has been fully negotiated by the parties.
Accordingly, in interpreting this letter agreement, no weight shall be placed on which party to this letter
agreement or its counsel drafted the provision being interpreted.
(i) Execution of Agreement. This letter agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this letter agreement, and all of
which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of
copies of this letter agreement and of signature pages by facsimile transmission shall constitute effective
execution and delivery of this letter agreement as to the parties and may be used in lieu of the original

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letter agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be
their original signatures for any purpose whatsoever.
[SIGNATURES ON FOLLOWING PAGE]

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If you are in agreement with the foregoing, please sign and return one copy of this letter
agreement, which thereupon will constitute our agreement with respect to its subject matter.
Very truly yours,
Donald Campbell
By:
Name:
Its:
DULY EXECUTED and agreed to on _______________
Mike Garde / Dialogue Ireland Trust______
By:
Name:
Its: