Non Disclosure Agreement

To:           National Grid Property Holdings Limited
                1-3 Strand
                London
                WC2N 5EH

Dear Sirs

{{property}} (the “Property”)

In consideration of National Grid Property Holdings Limited (the “Licensor”) allowing {{company}} (the “Licensee”) to see the reports and other information listed in the Schedule to this letter together with such other reports and information as may from time to time be provided to us by the Licensor (the “Information”) in order to assist with our investigation [and proposed acquisition] of the Property, we undertake and agree as follows.

1. The Information shall remain confidential between the Licensor and the Licensee.
2. The Information shall not to be disclosed to any third party, save for the persons listed in paragraph 3 of this Licence, without the prior written consent of the Licensor.
3. Subject to such persons giving to the Licensor in writing the confidentiality undertakings contained in this Licence mutatis mutandis before the Information is disclosed, the Information may be disclosed to the Licensee’s professional environmental advisers appointed by the Licensee in connection with its investigation [and proposed acquisition from the Licensor] of the Property
4. The meaning of “third party” for the purposes of this Licence shall include (without prejudice to the generality of the foregoing):
   1. where the Licensee is an incorporated body, a subsidiary or holding company of that body; and
   2. where the Licensee is a local authority, governmental or quasi governmental body, any department, group or statutory authority of that body which is not the department, group or statutory authority directly involved in the investigation [and proposed acquisition] of the Property, or which exercises a different statutory function from the department, group or statutory authority directly involved in the investigation [and proposed acquisition] of the Property.
5. The Licensee shall not use in any document, written communication or e-mail any material obtained either directly or indirectly as a result of the disclosure of the Information by the Licensor without the prior written consent of the Licensor.
6. The Licensee shall not use any photographs obtained directly or indirectly as a result of the disclosure of the Information without the prior written consent of the Licensor.
7. The Licensee shall immediately return to the Licensor on demand the Information and any material obtained directly or indirectly as a result of the disclosure of the Information.
8. By entering into this Licence, the Licensee acknowledges that no representations are made by the Licensor as to the accuracy and/or completeness of the Information and further acknowledges that the Licensee relies at its own risk on the Information.

I confirm and undertake that I have the full power and authority legally to bind {{company}} through the execution of this Licence in respect of the obligations and undertakings contained herein.

Yours faithfully,

For and on behalf of {{company}}