REQUEST FOR PROPOSAL N: ML-P1-4005-PR-Z-ZZZ-J-RFP-00029

LL DUBAI THEME PARK LLC

WORKS: LEGOLAND WATER PARK (DESIGN AND BUILD) PACKAGE 5B

Prepared By:

Samsung C&T/Hill Intl

Date:

[insert date]

Acknowledgment of Receipt of Request for a

Proposal and Intent to Submit a Proposal
for LL Dubai Theme Park LLC
Request for Proposal N ML-P1-4005-PR-Z-ZZZ-J-RFP-00029
Date: [insert date]
We,
[insert full company name]
Acknowledge receipt of your Request for Proposal N ML-P1-4005-PR-Z-ZZZ-J-RFP-00029 for
Legoland Water Park (Design and build)-Package 5b.
We confirm that all factors therein will be fully taken into account and included within our
Proposal which we plan to submit.

Signed:
Name:

[insert name of signatory]

Position:

[insert position of signatory]

CONFIDENTIALITY UNDERTAKING
LL DUBAI THEME PARK LLC
P.O. BOX: 123311
Dubai, U.A.E.
Fax No. +971 4 511 4991
Attention: LEGOLAND PARK
Project: Legoland Water Park (Design and build)-Package 5b
Effective Date:
From: [insert company dtails, place of incorporation and address] (the Tenderer).
CONFIDENTIALITY UNDERTAKING
The Tenderer hereby undertakes to LL Dubai Theme Park LLC and any holding, subsidiary
and/or sister companies and affiliates (DPR) that:

1.

Confidential Information
In connection with the tender process in respect of the Legoland Water Park (Design and
build)-Package 5b for the above Project (the "Services") the Tenderer understands that
documents, information, data and material (including in written, oral, visual or electronic
form, and copies thereof) which have been/are/will be made available by DPR are
confidential (the "Confidential Information").

2.

Exclusions
The Confidential Information shall not include information which:

3.

(a)

is public knowledge as at the date of this Undertaking (otherwise than by breach of

this Undertaking);

(b)

was in the possession of the Tenderer without restriction as to its disclosure before
receiving it from (or on behalf of) DPR;

(c)

is received from a third party who lawfully acquired it and who is under no obligation
restricting its disclosure; or

(d)

is required to be disclosed as a matter of law.

Undertakings
In consideration of the Confidential Information being made available by or on behalf of DPR,
the Tenderer undertakes to DPR that:
(a) the Tenderer will use the Confidential Information: (i) for the purpose of preparing (and, if
required, negotiating) a proposal for the Project; and (ii) if successful in the tender for the
Project, in relation to undertaking and completing the Project (the Permitted Purpose); and

for no other purpose and will not permit or assist a third party to make use of the
Confidential Information for any other purpose;
(b) the Tenderer will treat and safeguard as private and confidential all the Confidential
Information received or held by it and that all material containing Confidential Information
shall be and remain DPR' property;
(c) subject to Clause 3(a), the Tenderer will not disclose to any person the fact that the
Confidential Information has been made available or that discussions or negotiations are
taking place and shall act in good faith and shall not fix or adjust the amount of any fee
proposal to be submitted by or under or in accordance with any agreement or arrangement
with any other person's proposal;
(d) if the tender process is terminated or the Project does not go ahead; or if the Tenderer is no
longer involved with the Project for any reason or if DPR so requests at any time, the
Tenderer shall return to DPR, or destroy immediately all documents containing or
reproducing or generated from the Confidential Information and will ensure the immediate
destruction of any copies which may have been made of any such documents and of any
documents prepared using Confidential Information in whole or in part, including expunging
of such Confidential Information from any computer, telephone or any other like electronic
device in the Tenderers possession, custody or control or that of any of the Tenderers
officers, employees, advisers, consortium members or proposed subcontractors of any tier
without retaining any copies thereof and a senior officer of the Tenderer shall certify the
same if so requested by DPR. The Tenderer shall not thereafter make any further use of the
Confidential Information. Notwithstanding such return or destruction as mentioned above,
the obligations contained in this Undertaking shall continue in full force and effect.
(e) the Tenderer will not use the Confidential Information in any way that is detrimental to DPR;
(f) the Tenderer will only make contact with DPR through those officers or employees of DPR as
DPR may nominate from time to time, and will ensure that its officers, managers, employees,
representatives, consortium members, proposed subcontractors of any tier will likewise only
make contact with such nominated persons;
(g) if the Tenderer or its officers, employees or advisers become (or it becomes reasonably likely
that the Tenderer or they may become) legally compelled to disclose any Confidential
Information, the Tenderer shall give DPR written notice as soon as possible and consult with
DPR as to any appropriate action that should be taken;
(h) the Tenderer will inform DPR in writing immediately on becoming aware of any breach of the
terms of this Undertaking;
(i) the Tenderer will keep the Confidential Information secret and protected against theft and
unauthorized access;
(j) the Tenderer will use the Confidential Information only for the Permitted Purpose, and only
disclose Confidential Information to such of its officers, employees, agents or advisers as
need to know that Confidential Information for the Permitted Purpose and only make such
copies as are strictly necessary for the Permitted Purpose; and
(k) the Tenderer will not directly or indirectly disclose any Confidential Information to any
person and ensure that no other person obtains access to Confidential Information unless
authorised by this Undertaking.

4.

Duration
The obligations and responsibilities of the Tenderer contained in this Undertaking shall come
into force and be binding as from the Effective Date and shall continue for a period of three
(3) years from the later date that either the tender process is terminated OR the date the
Project is terminated (unless otherwise extended by mutual agreement between the parties).

5.

Indemnity

5.1

The Tenderer shall indemnify, and keep indemnified, (i) DPR, and (ii) DPRs Representatives
(each an Indemnified Person) from and against all actions, claims, demands, liabilities,
damages, losses, costs, charges and expenses (including, without limitation, consequential
losses, loss of profit and loss of reputation and all interest, penalties and legal and other
professional costs and expenses) that an Indemnified Person may suffer or incur in
connection with, or arising (directly or indirectly) from, any breach of this Undertaking by the
Tenderer or any person to whom it has disclosed or given access to any part of the
Confidential Information.

5.2

The Tenderer acknowledges that damages are unlikely to be an adequate remedy in the
event of a breach of its obligations under this Undertaking and that DPR may consequently
be entitled to specific performance and injunctive or other equitable relief. Such remedy
shall be in addition to all other remedies available at law or equity to DPR.

6.

Warranties
Neither DPR nor any of its officers, managers, employees or advisers make any
representation or warranty either express or implied as to the accuracy or completeness of
the Confidential Information or as to the reasonableness of any assumptions which may be
contained within it.

7.

Intellectual Property
None of the Confidential Information is the property of the Tenderer nor any of its officers,
employees, consortium members, proposed subcontractors of any tier or advisers. The
disclosure to the Tenderer of any Confidential Information shall not give it any licence or
other rights whatsoever in respect of any part of such Confidential Information beyond the
rights contained in this Undertaking.

8.

Severance

8.1.

If any court or administrative body of competent jurisdiction finds any provision of this
Undertaking to be invalid, unenforceable or illegal, the other provisions of this Undertaking
shall remain in force.

8.2.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some
part of it were deleted, the provision shall apply with whatever modification is necessary to
make it valid, enforceable and legal.

9.

Waiver & Execution

9.1 No failure to exercise or delay in exercising any right or remedy provided under this
Undertaking or by law constitutes a waiver of such right or remedy or will prevent any future
exercise in whole or in part thereof. No single or partial exercise of any right or remedy under
this Undertaking shall preclude or restrict the further exercise of any such right or remedy.
9.2 This Undertaking may be executed in one or more counterparts and when so executed, all such
counterparts together shall constitute one agreement.

10.

Governing Law
This Undertaking shall be governed by and construed in all respects in accordance with the
laws of the Emirate of Dubai and the UAE as applicable to the Emirate of Dubai and shall be
binding on the Tenderer and its successors and assignees.

Tenderers Name: .......................................

Duly authorised to sign on behalf of the Tenderer:
Name: ....................................................
Position: ................................................
Signature: ...............................................
Date:.......................................................

Company Stamp:

Undertaking acknowledged and agreed by LL Dubai Theme Park LLC.

Name: ....................................................
Position: ................................................
Signature: ...............................................
Date:.......................................................

Company Stamp: