Jersey International Finance Centre - Report - 30 October 2015

Payment

25. The Consultant  is expected to keep a record of all work undertaken under this Agreement and to  make a  copy available to  the  Panel on  request. A copy  of  the  record must  be submitted with  any invoices submitted to the  Scrutiny Office for  payment. The record should include dates of work undertaken, notes of attendances at meetings and its purpose.
26. Payment  will  be  made  within  30 days of receipt  of an invoice  accompanied  by a record of work undertaken in accordance with clause 25 above.

Relationship between Parties

27. The  Consultant  shall not be entitled to any pension, bonus  or other fringe benefits from the Panel and  it is agreed  that the Consultant shall be responsible  for all income  tax liabilities,

social insurance or similar contributions in respect of his fees.

The  Agreement is  governed  and  construed  in  accordance  with  the  laws  of  the Island  of Jersey  and  the parties  submit to the non-exclusive  jurisdiction of the Courts of the Island of

Jersey.

Annual Leave and Sickness

28. The Consultant will not be entitled to claim for any paid annual leave or sick leave.

Force Majeure

29. Notwithstanding  any other provisions herein, no default, delay or failure to perform on the part of either  party  shall be  considered  a breach  of this contract  if such  fault, delay or  failure to

perform  is  shown  to  be due  entirely  to  events  beyond  the  reasonable  control of the  party charged with such default.

In the event of a material breach of any provision of this Agreement, including the case that the Consultant  fails  to  fulfil a  significant  proportion  of  the  agreed  consultancy  work, or  in any

other way fails to perform the duties in a suitable manner, then the other party reserves the right to terminate this contract by immediate written notice.

Termination

30. Either party may terminate this Agreement if they so elect prior to the expiry of the duration of the contract, subject to one month's notice in writing.

Chairmen's Committee  Approval

31. This document will be forwarded to the Scrutiny Chairmen's Committee for ratification.

Signed  Date

Mr. M. De La Haye Greffier of the States on behalf

of the Corporate Services Scrutiny Panel

Signed

Mr. M. Gerold Ernst & Young LLP

Date

17 April 2015

Please return a  signed copy of this agreement for the attention of Tim Oldham at  the Scrutiny Office.

Ernst & Young LLP  Tel: + 44 20 7951 2000 1 More London Place  Fax: + 44 20 7951 1345 London  ey.com

SE1 2AF

Private and confidential

The States of Jersey Development Company Limited  15 July 2015 Dialogue House

:

2-6 Anley Street

St Helier

Direct line: 020 7951 6793 Jersey JE2 3QE

Email: mgerold@uk.ey.com

For the attention of The Managing Director Dear Sirs

UNDERTAKING NOT TO DISCLOSE CONFIDENTIAL INFORMATION

1. For the purposes of this letter (this "Letter of Undertaking"), the expression "Confidential Information" shall include all information revealed or made available to us by you, The States of Jersey Development Company Limited ("SoJDC"), and any other information or details whatsoever relating to The Jersey International Finance Centre and / or the Esplanade Quarter and / or any proposed tenants of SoJDC (and its subsidiaries), together known as (the "JIFC Transactions"), whether made available in writing (including by fax, email and other forms of electronic transmission) or orally.
2. I, the undersigned, am duly authorised to sign this Letter of Undertaking for and on behalf of Ernst & Young LLP ("EY").
3. For the purposes of this Letter of Undertaking, Confidential Information shall not include information which:

1. is publicly available at the time of its disclosure; becomes publicly available (other than as a result of disclosure in breach of this Letter of Undertaking); or
2. was already in EY's possession free of any restriction as to its use or disclosure prior to its disclosure by you or any of your professional advisers as a consequence of this agreement.

4. EY undertakes to

1. keep any Confidential Information private and confidential and not disclose any of it to any person whatsoever other than as may be required to be disclosed by law.
2. use any Confidential Information for the sole purpose of our work in complying with our instructions from the States of Jersey Corporate Services Scrutiny Panel (CSSP) and not for any other purpose;
3. ensure that when reporting to the CSSP") in fulfilment of our instructions, EY shall not disclose to the CSSP any Confidential Information, including without limitation the identity of potential tenants of SoJDC (or its subsidiaries), any specific detail concerning the proposed terms of any leases, agreements to lease or heads of terms, or any other information which may be used to identify any potential tenant(s) (with the exception being the DTZ abridged red book valuation of the No.4 JIFC (fully let) dated 2 July 2015, the un-redacted BNP Paribas Real Estate development appraisal dated 14 March 2014 and the JIFC summary construction costs and

The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number OC300001 and is a member firm of Ernst & Young Global Limited. A list of members' names is available for inspection at 1 More London Place, London SE1 2AF, the firm's principal place of business and registered office. Ernst & Young LLP is a multi- disciplinary practice and is authorised and regulated by the Institute of Chartered Accountants in England and Wales, the Solicitors Regulation Authority and other regulators. Further details can be found at http://www.ey.com/UK/en/Home/Legal.

2

timing model(June 2015 – xls) as all have been previously provided to both the CSSP and EY under a Confidentiality Letter); and

4. keep any Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorised access by any third party, and not make any copies of it or reproduce it in any form except for the purpose of supplying the same to those to whom disclosure is permitted in accordance with this Letter of Undertaking.

6. If, for any reason, you request the return or destruction of any Confidential Information EY agrees to as soon as reasonably practicable return such Confidential Information or confirm in writing that it has been destroyed, to the extent that this is practical and subject to the retention of proper professional records. The obligations of confidentiality set out in this Letter of Undertaking shall continue to apply in relation to any Confidential Information retained in accordance with this clause 5 for a period of no more than 10 years.  
7. No failure or delay by you in exercising any of your rights under this Letter of Undertaking shall operate as a waiver, nor shall any single or partial exercise preclude any further exercise of such rights.
8. The invalidity or unenforceability of any provision of this Letter of Undertaking shall not affect the validity or enforceability of any other provision, so that each provision is severable from each other provision.
9. This Letter of Undertaking shall be governed by and construed in accordance with the laws of Jersey and EY submits to the exclusive jurisdiction of the courts of Jersey.

Yours faithfully

P M Gerold

For and on behalf of Ernst & Young LLP United Kingdom