CONFIDENTIALITY AGREEMENT
This confidentiality agreement is concluded between Anton Alber [---] („Selling Quotaholder“), Bernhard Berger [---] („Prospective Customer“) and ABC-Industriebetriebe GmbH [---] (Target Company).
The Selling Quotaholder, Bernhard Berger and ABC-Industriebetriebe GmbH are referred to collectively as „Contracting Parties".
I. Confidentiality
1.	During the term of this Agreement, and afterwards without limitation of time, Buyer shall, and shall use of its best efforts to cause each of its direct or indirect subsidiaries, directors, employees, advisors and the Authorized Representative (hereinafter defined) and any other person involved and any person currently employed or under contract who subsequently terminated or has terminated such employment or contract, and each other person who could have obtained information through any of the foregoing persons (collectively the „Investor“), to treat any and all oral and/or written and/or electronic data and information received, whether prior to or after the date hereof, from the Selling Quotaholder or the Target or any subsidiaries of the Target or any of their respective advisers, in connection with any proposed acquisition of business quotas in the Target (the „Transaction“), as Confidential information in accordance with this Agreement and shall not disclose the Confidential Information, and shall not allow any of the persons referred to above to disclose the Confidential Information, to any unauthorized person.
2.	Without the Selling Quotaholder’s prior written consent, neither the Investor nor any of the Authorized Representatives referred to in clause 4. below shall disclose to any person or entity the fact that the confidential Information has been made available, the existence of discussions concerning the Transaction or any of the terms, conditions or other facts with respect to the Transaction or any possible transaction, including the Status thereof.
3.	The term Confidential Information shall not include such portions of the Confidential Information which
i.	are or become generally available to the public other than as a result of disclosure thereof by the Investor or any of the Authorized Representatives referred to in clause 4. below, or
ii.	become available to the Investor an a non-confidential basis from the source (other than the Target, its subsidiaries, the Selling Quotaholder or any of their respective advisers) which is not prohibited by a legal or contractual obligation to the Company from disclosing such Confidential Information to the Investor.
4.	Investor shall maintain a list of those representatives of the Investor who will be granted access to the Confidential Information. Upon the written request from Selling Quotaholder, the Investor shall submit the above list without delay. The Investor undertakes to ensure that all such persons will be informed of the terms of this agreement (collectively the „Authorized Representatives“) and the Investor will be liable for the Authorized Representatives keeping the terms of this Agreement.
5.	Without Selling Quotaholder’s prior written consent, neither the Investor nor the Authorized Representative shall communicate with any employee of the Target or with any person or entity that is a party to any agreement with the Target concerning the Target, including its subsidiaries, the Transaction or any possible transaction involving the transfer of the quota of the Target or any asset and liabilities of the Target.
6.	The Investor will ensure that all Confidential Information (save for Confidential Information which was disclosed orally and has not been reduced to writing or stored an any disk, tape or other devise) is properly protected against theft, damage, loss or unauthorized access.
7.	The Investor acknowledges that neither the Target (including its subsidiaries) nor the Selling Quotaholder makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and the Investor agrees that neither the Target (including its subsidiaries) nor Anton Alber shall have liability hereunder with respect to the Confidential Information, errors therein or omissions therefrom or the use thereof. The Investor agrees that it is not entitled to rely an the accuracy or completeness of the Confidential Information and shall be entitled to rely solely an the representations and warranties, if any, made to it by the Selling Quotaholder in any final written agreement regarding the Transaction.
8.	The Investor acknowledges the competitive value and confidential nature of the Confidential Information and that disclosure thereof to any third party could be damaging to the Selling Quotaholder or the Target or any of the Target’s subsidiaries or to all of them. In the event that the Investor or any party to whom it transmits the Confidential Information pursuant to this Agreement becomes legally compelled to disclose any of the Confidential Information, the Investor shall provide the Selling Quotaholder with prompt notice so that Anton Alber may seek appropriate remedy. In the event that such remedy is not obtained, the Investor shall furnish only that portion of the confidential Information which it is advised by written opinion of counsel is legally required to be furnished, and the Investor shall exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.
9.	If there is not definitive agreement executed by and between the Investor and Anton Alber in connection with the Transaction, the Investor will not use for any purpose any data or information whether in oral or written or electronic form furnished by or an behalf of the Selling Quotaholder or the Target or its subsidiaries and will promptly return or deliver a duly signed certificate evidencing the destruction of all tangible evidence (and all copies thereof) of such data and information to the party who had furnished them and all parts of the documents generated an the basis of such tangible evidence within 2 (two) business days of the receipt of the notice of the respective party requiring the return of tangible evidence.
10.	The Investor agrees to indemnify and hold harmless the Selling Quotaholder, the Target and its subsidiaries from any loss, damage, claim cost or expense (including attorney’s fees, expert witness fees, costs of court and other costs) incurred either the Target, its subsidiaries or Anton Alber an account of the breach of any of the terms set forth herein by either the Investor or any of the Authorized Representatives.
No failure or delay by the Selling Quotaholder or the Target in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.
11.	The Selling Quotaholder representatives referred to in clause 14., the Target representatives referred to in clause 14. below will jointly decide upon a timetable and manner to inform the market and their respective business Partners about their objectives and joint endeavours to consummate the Transaction. Any disclosure of information concerning the Transaction shall be carefully coordinated to ensure that it will positively influence the public image of the Contracting Parties and otherwise comply with the provisions of this Agreement.
Both the Investor and any of the Authorized Representatives will refrain from any public comments regarding the Target and/or its subsidiaries and the Transaction during the course thereof.
12.	In the event Selling Quotaholders request confidential material from Investor, Anton Alber agree with Investor to be bound, mutatis mutandis, by the same obligations towards Investor as undertaken by Investor to the Selling Quotaholder in the foregoing to the extend applicable as if Anton Alber has been explicitly mentioned therein. In particular (without limitation to the foregoing) all confidential material supplied by Investor to the Selling Quotaholder will be governed mutatis mutandis by the foregoing provisions.
II. Miscellaneous
13.	The rights and obligations arising from this Agreement shall be personal to the Contracting Parties, and shall not be transferable without the prior written consent of each of the other Contracting Parties.
14.	Any notices that shall or may be sent with respect to the Transaction and/or this Agreement shall be forwarded in writing, by certified, registered mail, by courier, or by facsimile to the party to whom directed at the respective addresses set out below or to any other address notified in writing in advance by the Contracting Party to the other contracting Party for this purpose. In the case of delivery by courier, delivery shall take place at the time of such service, while in the case of delivery by facsimile, delivery shall be deemed to have occurred upon receipt by the delivering Contracting Party of confirmation of receipt. In the case of delivery by certified, registered mail, the notice shall be deemed to be delivered when the delivering Contracting Party receives the return receipt certifying receipt by the addressee.
15.	All notices forwarded by this Agreement shall be addressed in the case of the
Investor and the Authorized Representatives to: [---]
Anton Alber to: [---]
ABC-Industriebetriebe GmbH to: [---]
16.	This Agreement shall be governed and construed in accordance with the laws of Austria.
17.	Any legal dispute in connection with the breach, termination, validity or interpretation of this Agreement, shall be submitted to the Contracting Parties to the exclusive jurisdiction of the [Bezeichnung des Schiedsgerichts]. The Arbitral Tribunal shall proceed in accordance with its own Rules of Procedure in a panel, comprising three arbitrators. The language of the proceedings shall be English. The decision of the Court of Arbitration shall be final and binding an the Contracting Parties and shall be enforceable in any Court of competent jurisdiction, and the Contracting Parties hereby waive any objection to, or claim of, immunity in respect of such enforcement.
18.	In the event that any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
19.	This agreement enters into force upon our execution thereof and remains valid especially as far as the undertaking referred to in clause 1 above is concerned for five years to be reckoned from the date of this agreement.
After having read and understood the terms of this Agreement, the Contracting Parties executed it as being in full compliance with their contractual intentions.
[Place, Date, Signature]