DATED 4th December 2009

(1) ADR Consulting Limited

-and-

(2) Finning UK Limited

______________________________________

NON-DISCLOSURE AGREEMENT
______________________________________
THIS AGREEMENT is made this 4th December 2009

BETWEEN

(1) ADR Consulting Limited , company registration number 4227742 , whose address is
The Old Counting House, High Street, WALLINGFORD, Oxfordshire OX10 0BS
and
(2) Finning UK Limited, whose address is Orbital 5a, Orbital Way, Cannock, Staffordshire,
WS11 8XW

WHEREAS

(A) In connection with proposed formation of a business relationship between the parties
(the “Business Purpose”) each of the parties and/or their directors, officers, employees, agents,
partners and advisors including lawyers, accountants, bankers or consultants (collectively,
“Representatives”) may be given access to certain non-public, proprietary, sensitive or
confidential information of the other party;

(B) The parties have agreed to keep all such information strictly confidential on the terms of
and subject to the conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. Confidential Information As used in this Agreement, the term “Confidential

Information” means: (i) any information regardless of its form which may be disclosed or
made available by either party (“disclosing party”) to the other party (“receiving party”)
including (without limitation) any trade secrets, know-how, research, ideas, inventions,
formulae, processes, procedures, methods, technology, techniques, algorithms, designs,
specifications, drawings, systems, network configurations, strategies, flow charts, business
or marketing plans and any proprietary or non-public information, data or material relating
to the customers, suppliers, investors, finances, operations, current and/or proposed products

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 or services or the current and/or future business or operations of the disclosing party; (ii) the
fact that Confidential Information has been disclosed or discussions between the parties
have taken place and any information relating to the existence of this Agreement or such
discussions; and (iii) the terms of this Agreement and any information relating to this
Agreement or the Business Purpose, together with any notes, reports, studies, memoranda,
analysis, summaries, compilations, extracts or other documents prepared by the receiving
party and/or the receiving party’s Representatives which contain or otherwise reflect any of
the foregoing (“Reports”).

2. Non-Disclosure Obligation In consideration of the disclosure of the Confidential

Information, each party agrees: (i) not to disclose, divulge or otherwise make any
Confidential Information of the disclosing party available to any other person or entity; (ii)
to use the same degree of care and diligence to protect such Confidential Information from
disclosure to others as the receiving party employs or should reasonably employ to so
protect the receiving party’s own information of like importance (but in no event less than
reasonable care); (iii) not to use such Confidential Information for any purpose other than
the Business Purpose; and (iv) not to reproduce or copy such Confidential Information, in
whole or in part, except as necessary for the Business Purpose. Notwithstanding the
foregoing, each party may disclose the Confidential Information to those of its
Representatives with a need to know who have been instructed to abide by the terms of this
Agreement, provided that each party shall be responsible for any breach of this Agreement
by any such Representative.

3. Exceptions The obligations provided for in Clause 2 above shall not apply to Confidential
Information that: (i) was either known to the receiving party prior to disclosure thereof by
the disclosing party or developed by the receiving party independently of any such
disclosure; (ii) is or becomes publicly available without any breach of this Agreement by the
receiving party or its Representatives; (iii) is received by the receiving party in good faith
from a third party having no obligation to hold such information in confidence; or (iv) is
expressly exempted by the disclosing party in writing from the provisions of this
Agreement. Such obligations shall also not apply to Confidential Information that the
receiving party is required to disclose by any law or regulation or the lawful order or ruling

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 of any court, government agency or regulatory body, provided that in such case the
receiving party shall provide the disclosing party with prompt notice of such requirement
and shall take reasonable and lawful steps to avoid and/or minimise the extent of such
disclosure.

4. No Additional Rights Neither party shall have any rights or obligations in respect of the
Confidential Information of the other party other than those specifically set forth in this
Agreement. Without limiting the generality of the foregoing, nothing in this Agreement
shall be construed as (i) granting any rights or licence to either party in respect of any
patent, copyright or other proprietary rights of the other party or the suppliers or licensors of
such other party, or (ii) obliging either party to disclose any Confidential Information to the
other party or to enter into any further agreements relating to the Business Purpose or the
Confidential Information.

5. Return of Confidential Information Upon completion of the Business Purpose or such

earlier date as the other party may request in writing, each party shall return to the other
party or destroy or permanently erase all Confidential Information disclosed or made
available by the other party, including (without limitation) all copies thereof in any form and
including all electronic copies, whether stored on erasable media belonging to the receiving
party (including computer memory) or non-erasable media or otherwise. In addition, upon
written request, each party shall (i) destroy or permanently erase all Reports (including all
copies thereof in any form), and/or (ii) certify in writing that all Confidential Information
has been returned and/or destroyed and/or permanently erased in accordance with this
clause. Notwithstanding the return and/or destruction and/or erasure of the Confidential
Information and/or the Reports pursuant to this clause, each party shall continue to be bound
by all non-disclosure obligations hereunder with respect to the Confidential Information.

6. Ownership and Injunctive Relief Both parties acknowledge and agree that all rights, title
and interest in the Confidential Information are retained by the party disclosing such
information and/or the third party suppliers or licensors of such party. Each party further
acknowledges and agrees that the unauthorised disclosure of any Confidential Information

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 will cause irreparable harm to the party disclosing such information and that as a result the
disclosing party shall be entitled to seek injunctive and other extraordinary relief in a court
of competent jurisdiction in order to enforce the disclosing party’s rights hereunder, in
addition to any other remedies available to such party.

7. General The parties further agree that: (i) this Agreement shall be governed by the laws
of England and Wales and the courts of England shall have non-exclusive jurisdiction in
respect of any disputes arising out of or relating to this Agreement, provided that this clause
shall not limit the ability of either party to commence proceedings in any jurisdiction
relevant to the enforcement of such party’s rights respecting the Confidential Information;
(ii) this Agreement sets forth the entire agreement and understanding between them with
respect to its subject matter and may not be amended or modified except by a written
instrument duly signed by both parties; (iii) either party may waive any rights under this
Agreement only by written waiver duly signed by such party and no failure to exercise or
delay in exercising a right under this Agreement shall constitute a waiver of such right; (iv)
neither party may assign any rights nor delegate any obligations under this Agreement
without the prior written consent of the other party; (v) neither party makes any
representations or warranties as to the accuracy or completeness of any Confidential
Information disclosed hereunder; (vi) the invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement; (vii) all notices under this Agreement must be in writing and shall be deemed to
have been delivered to and received by a party on the date of actual delivery thereof (by
personal delivery or recorded delivery post) to the address of such party set forth above or
such other address as the party may designate in accordance with this clause; (viii) clause
headings are inserted for convenience only and shall not affect the construction of this
Agreement; and (ix) this Agreement may be executed in counterparts which together shall
form one agreement.

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IN WITNESS WHEREOF the parties have signed this Agreement as of the day and year first
written above.

ADR Consulting Limited

Signed:

Name: Peter Hunt

Position: Director

Finning UK Limited

Signed:

Name:

Position: