Terms of Use Agreement ("TOU")

1 The Product; Parties; Agreement Mergermarket.com Ltd ("MM") provides its services to companies only under the TOU. The Product (which is located at URL www.mergermarket.com or any subsequent URL which may replace it and may include though not limited to information, intelligence and league tables relating to mergers and acquisitions), including all software is called the "Product". MM provides the Product only to companies that have agreed to be bound by the TOU, such companies (including their authorized employees) are called the "Customer" in the TOU. The Customer hereby acknowledges that it agrees to be bound by the terms and conditions of the TOU, either by signing a document that incorporates them or indicating consent by electronic means. The Customer acknowledges that it has read and agrees to the terms and conditions of the TOU. If the Customer does not agree to be bound by the TOU, it must immediately discontinue all use of the Product. MM may from time to time as required and at its sole discretion change, modify or add to these TOU at any time, and without prior notice to the Customer. However MM will notify the Customer of any such modifications of the terms and conditions of the TOU that materially effect the Customers obligations, at the sole discretion of MM. The effective date of any such modifications will be set forth in the notice.

2 Registration The Customer agrees to provide true, accurate, correct and complete information which the Customer is required to provide when the Customer registers to the MM Product and notify MM immediately of any changes to the Customer Information. The Customer agrees not to impersonate any other person or entity or to use a false name or a name that the Customer is not authorised to use. MM reserves the right to decline any application from the Customer to register as a user of MM and/or the Services in MM's sole discretion.

3 Access In consideration of the Customer agreeing to comply with the provisions of this Agreement, MM shall provide the Customer with free access to the Product, during the term of this Agreement.

4 Grant of License MM grants to the Customer a non-transferable, non-exclusive license to use the Product on the terms of this Agreement.

5 Restrictions on Use The Customer shall only allow employees to make use of and have access to the Product.

The Customer shall only use the Product for the internal purposes of its own business. By way of example, the Customer shall not copy all or part of the contents of the Database for the purpose of making those contents available to third parties except that it may use reports and/or tables generated by the Product for written and/or oral presentations made by the Customer to its own clients. In the latter case, the Customer shall require its clients only to use the reports and/or tables for the relevant client's own internal business purposes. Further restrictions on the Customer's use of the Product are set out in Clause 6.

The Customer may use the Product to produce hard copies of search output. These hard copies may only be used by the Customer for the internal purposes of its own business and in the manner described above.

6 Undertakings by the Customer In addition to the restrictions contained in Clause 5, the Customer undertakes, not to copy the Database (other than in the course of running the Product); not to decompile or reverse engineer the Software, nor permit any third party to do so, except as permitted by section 50A Copyright, Designs and Patents Act 1988; not to modify, translate, amend or alter the Software, nor merge or incorporate it with any other software, nor permit any third party to do so on its behalf, except as permitted by section 50A Copyright, Designs and Patents Act 1988; to maintain adequate security measures to prevent unauthorised access to and use of the Product and the Customer Password, and to disclose the Customer Password only to Employees and not to transfer, assign or sub-license all or any part of the Product or all or any of its rights and obligations under this Agreement.

7 Term and Termination This Agreement shall commence on the your acceptance of these Terms of Use. It shall continue in force unless and until terminated under this Clause 7.

MM may, at any time and by giving the Customer not less than 48 hours' prior written notice, either terminate this Agreement in its entirety or withdraw or change some or all of the content and/or functionality of the Product.

MM may terminate this Agreement immediately on giving written notice to the Customer if any of the following occurs: the Customer commits a breach of any term of this Agreement; where the Customer is a body corporate or a partnership, if it presents a petition or has a petition presented by a creditor for its winding up, or convenes a meeting to pass a resolution for voluntary winding up, or enters into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), or has a receiver or administrator appointed over all or any of its undertaking or assets; where the Customer is an individual, if he or she dies or if he or she commits any act of bankruptcy or insolvency, or makes or negotiates any composition or arrangement for the benefit of its creditors.

Termination shall not affect any accrued rights of either party existing as at the date of termination. Clauses 8, 11 and 12 shall remain in full force and effect notwithstanding termination of this Agreement.

The Customer acknowledges that MM shall have the right to disable the Customer Password immediately upon termination of this Agreement for any reason.

8 Liability Whilst MM obtains information for inclusion in the Product in good faith from sources which MM considers to be reliable, the Customer acknowledges that the contents of the Product are based on information supplied to MM by third parties and are not independently verified by MM. The Product is not intended to provide tax, legal or investment advice. MM shall not be under any liability whatsoever in respect of any inaccuracies or omissions in the Product, nor for any delays in updating the Product. All such liability is excluded by MM to the fullest extent permitted by law.

MM expressly excludes all liability to the Customer for any indirect, special, incidental or consequential loss or damage which may arise in respect of the Product and/or its use or non-availability, and for loss of profit, business revenue, goodwill and anticipated savings, to the fullest extent permitted by law. MM shall not be liable to the Customer under any circumstances for any trading or other losses which the Customer may incur as a result of use of or reliance upon the Database.

In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason, MM's total aggregate liability to the Customer shall be limited to £100 (ONE HUNDRED POUNDS). In view of the fact that the Customer is not required to make any payment for the license granted under this Agreement, the Customer acknowledges that this limitation on MM's liability is reasonable.

MM does not exclude liability for death or personal injury to the extent that the same arise as a result of its negligence or that of its employees, agents or authorised representatives.

9 Third Party Software In order for the Customer to make full use of the Product, it may be necessary for the Customer to use particular computer equipment or to download or install certain pieces of software. If the Customer is unable to access all or part of the Product because it does not have access to any necessary software or equipment, this shall not constitute a breach of this Agreement by MM and MM shall not be liable for any loss, damage or expense which may result from the Customer's inability to access the Product.

10 Audit The Customer grants MM the right to audit the Customer's use of the Product, during regular business hours, so as to ensure compliance by the Customer with this Agreement. Without limitation, this audit may include an audit of the number and location of users permitted by the Customer to access the Product.

11 Intellectual Property Rights The Customer acknowledges that, as between it and MM, all intellectual property rights (including by way of example copyright, database rights and trade marks) subsisting in or used on connection with the Product are and shall remain the sole property of MM.

12 Confidentiality The Customer shall keep confidential, shall not use for any purpose not permitted in this Agreement and shall not disclose the Customer Password or any information relating to the Software. Disclosure is, however, permitted to the extent that the disclosure is, required by law; requested by the Customer's professional advisers or regulatory body to whose jurisdiction or rules the Customer is subject; made to the Customer's employees, agents or professional advisers where it is reasonably necessary or desirable to enable the Customer to comply with this Agreement and before the disclosure takes place the Customer makes such persons aware of its obligations of confidentiality under this Agreement and at all times procures compliance by such employees and agents with these obligations. In the case of disclosure of the Customer Password however, this shall only be made to Employees.

13 Force Majeure MM shall be under no liability to the Customer in respect of anything which may constitute a breach of this Agreement which arises by reason of Force Majeure.

14 Assignment The Customer shall not assign, transfer or sub-license any of its rights or obligations under this Agreement. The Customer may not transfer any copies or versions of the Product to any third party.

MM may assign all or any of its rights and transfer all or any of its obligations under this Agreement.

15 Waiver Failure or neglect by MM to enforce any of the provisions of this Agreement at any time shall not be construed or deemed to be a waiver of MM's rights nor shall this in any way affect the validity of the whole or any part of this Agreement, nor prejudice MM's rights to take subsequent action.

16 Severability If any part of any provision of this Agreement shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

17 Notices Any notice to be given by either party to the other may be sent by first class post to the address of the registered office of the company for which the mail is intended and if so sent shall be deemed to be served 3 days following the date of posting. Notices may also be sent by fax or e-mail to the fax number or e-mail address that has been communicated to the other and if so sent shall be deemed to be served when a complete and legible copy of the notice has been received by the other party.

18 Entire Agreement This Agreement represents the entire agreement of the parties in relation to the subject matter of this Agreement and supersedes any previous agreement between the parties in relation to the Product.

19 Law and Jurisdiction This Agreement shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts to settle any disputes which may arise in connection with this Agreement.

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