Whereas the parties desire to exchange confidential information necessary to consider
forming a business relationship and one party (the Originating Party) could convey
information to the other (the “Receiving Party”) that it deems confidential,
the parties hereto agree as follows:
1. Non-disclosure and Non-use of Confidential Information.
The Confidential Information (as defined below) will be kept confidential by the
Receiving Party and will not be disclosed or used, directly or indirectly, without
the prior written consent of the Originating Party, for any purpose other than the
authorised disclosures or uses described herein.
2. “Confidential Information”
Means any business or technical non-public information of the parties , including
but not limited to, any information relating to either party’s product or
service plans, product and service prices, financing structure or investment strategies,
marketing plans, business opportunities and strategies, or trade secrets. Additionally,
Confidential Information shall include information that is specifically designated
by the Originating Party as confidential or proprietary, and which is marked or
otherwise identified as confidential or proprietary (or words of similar import)
at the time of disclosure or within a reasonable time thereafter.
(a) Confidential Information shall not include information that (i) is in or enters
the public domain without breach of this Agreement through no fault of the Receiving
Party, (ii) the Receiving Party was demonstrably in possession of prior to receiving
it from the Originating Party, (iii) the Receiving Party can demonstrate was developed
by the Receiving Party independently and without use of or reference to the Originating
Party’s Confidential Information, or (iv) the Receiving Party receives from
a third party without restriction on disclosure and without breach of a nondisclosure
(b) In the event a party is directed to disclose Confidential Information by law,
court order, such disclosure shall not be deemed to be a breach of this Agreement,
provided the Receiving Party provides timely prior written notice of such requirement
to the Originating Party, to the extent reasonably practicable. Both parties shall
cooperate reasonably to contest or limit the scope of such required disclosure.
This Agreement shall continue from the date last signed by either party for twelve
months, unless earlier terminated by either party by giving thirty days’ written
notice to the other party of its intent to terminate this Agreement. The obligations
of the Receiving Party concerning confidentiality shall continue for and shall terminate
two years following the expiration or termination of this Agreement.
5. Authorised Use.
A Receiving Party shall use the Confidential Information only to disclose, receive,
and discuss among themselves and their Representatives certain Confidential Information
regarding a possible business relationship between the parties (“Business
Relationship”). The Receiving Party further agrees that it and its Representatives,
defined herein, will only use the Confidential Information for evaluating the Business
Relationship and that it will ensure that each of its Representatives adheres to
the terms of this Agreement. The term "Representatives" means, with respect
to either party, the officers, directors, employees, shareholders, investors, financial
and legal advisers, and agents of such party who have a need to know this information.
6. Care of Information.
A Receiving Party shall protect the other party’s Confidential Information
by using at least the same degree of care, but no less than reasonable care, to
prevent the unauthorised use, disclosure or publication of the Confidential Information
as the Receiving Party uses to protect its own Confidential Information of like
nature. Upon the Originating Party’s written request, the Receiving Party
will promptly return to the Originating Party or destroy (as requested) all copies
(including electronic copies) of any Confidential Information held by the Receiving
Party and its Representatives and any notes, analyses or other documents based on
or incorporating any Confidential Information, except that the Receiving Party shall
be entitled to retain one paper copy in its legal files subject to the provisions
(a) The parties acknowledge that money damages would not be sufficient remedy for
any breach of this Agreement and that the Originating Party shall be entitled to
seek equitable relief from the Receiving Party as a remedy for any breach. Equitable
remedies shall not be deemed to be exclusive remedies for a breach, but shall be
in addition to all other remedies at law or equity available to the Originating
(b) Neither party acquires any intellectual property rights or licenses under this
Agreement. Each Originating Party warrants it has the right to make the disclosures
under this Agreement.
(c) The Receiving Party shall not reverse-engineer, decompile, or disassemble any
software disclosed to it and shall not remove, overprint or deface any notice of
copyright, trademark, logo, legend, or other notices of ownership from any originals
or copies of Confidential Information it obtains from the Originating Party.
(d) This Agreement contains the entire understanding of the parties on the subject
matter described herein. All additions or modifications to this Agreement must be
made in writing and must be signed by an authorised representative of each party.
(e) In the event that any provision of this agreement is held invalid or unenforceable
by a court of competent jurisdiction, then such provision will be considered separate
and apart from the remainder of this agreement which will remain in full force and
(f) This Agreement shall be governed and interpreted in accordance with the laws
of England without regard to its conflicts of law provisions.
(g) The parties perform their respective obligations hereunder without charge to
Agreed and accepted, effective upon execution by both parties and with an Effective
Date being the date last signed by either party