(i) the Parties wish to disclose information to the another relating to their business, operations, affairs, trade secrets and customers for the purpose of potential collaborative work (“the Purpose”); and
(ii) the Parties have agreed to disclose such information to one another in accordance with the terms and conditions set forth in this Agreement.
In this Agreement:
- “Confidential Information” shall mean all information communicated in any manner and medium, and of any nature, disclosed, recorded or communicated by one party to the other, which is not publicly known at the date of disclosure, (whether prior to the date of this Agreement or not) including but not limited to information incorporating or based on any information concerning the disclosing party’s business, (which includes any parent, subsidiary or affiliate companies) its members or subscribers, products or planned products, services, journals and publications, financial arrangements and accounts, pricing, plans, ventures, projects, systems, databases, technology and brands, but excluding information which:
(a) after disclosure by the disclosing party to the recipient, becomes generally available to the public other than as a result of breach of this agreement by the recipient; or
(b) prior to disclosure by the disclosing party was available to the recipient on a non confidential basis; or
(c) is independently developed by the recipient without the use of any Confidential Information of the disclosing party.
- “Materials” shall mean all paper based, electronic, digital or other computer stored materials (including software) containing the Confidential Information or in any way created because of the disclosure thereof.
- “Parties” means the First & Second Parties
In consideration of each party’s disclosure of the Confidential Information to the other, both Parties agree:
2.1 they will not, (without the disclosing party’s prior written consent), for an indefinite period, disclose the Confidential Information at any time after the disclosure by the disclosing party (unless required by law) to any other person or entity (unless they are contractors bound by duties of confidentiality), nor make any use of the Confidential Information other than for Purpose for which the Confidential Information was disclosed;
2.2 to keep the Confidential Information and Materials secure and protected against theft, damage, loss or unauthorised access, to disclose them only to its own employees and agents on a need-to-know basis, and to ensure that there are contractual arrangements in place with those employees and agents to enable them to comply with this Agreement
2.3 to hold all Materials to the disclosing party’s order and to return them (and any copies or summaries thereof) forthwith on request together with any material compiled by the recipient as a result of the disclosure of the Confidential Information by the disclosing party, other than when these are required to remain within documents required by law or either Parties constitution (for example Board papers);
2.4 to keep the Confidential Information separate from the confidential information of the recipient or of any third party, in order to prevent co-mingling;
2.5 to notify the disclosing Party immediately upon discovery of any unauthorised use or disclosure of the Confidential Information and/or Materials, or any other breach of this agreement by the recipient, and to cooperate at their own expense with the disclosing party in every reasonable way to help them regain possession of the Confidential information and Materials and prevent further unauthorised use of them;
2.6 not for an indefinite period of the date of this Agreement, to solicit or entice any employees or officers of the other party (other than those who may respond to general posts advertised), nor initiate or contact employees, contractors or customers of the other party other than as expressly anticipated under this Agreement, without the prior written consent of the other party; and
2.7 in the event that one of the recipients hereto is required by, applicable law, regulation or legal process to disclose any of the Confidential Information, the recipient will notify the party promptly (and in any event in advance of providing any Confidential Information). In the event that no protective order or other remedy is obtained, or that the disclosing party waives compliance with the terms of this Agreement, the recipient will furnish only that portion of the Confidential Information which it reasonably believes is required.
3.1 Both Parties understand and acknowledge that the other party’s officers and directors, employees or agents make no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information and shall have no liability to the other or any other person as a result of the recipient’s authorised or unauthorised use of the Confidential Information.
3.2 The Confidential Information and Materials, and all rights therein, are and shall remain the property of the disclosing party and the disclosure of them does not create any express or implied licence thereof to the recipient.
3.3 This Agreement does not impose any obligation on the Parties to enter into any further agreement.
3.3.1 Any suggestions, feedback or any other information from the recipient concerning the Confidential Information shall not be divulged by the recipient of that Confidential Information to any third party.
3.3.2 Both parties shall be responsible for any of their own costs which they may incur in entering into this Agreement.
3.6 This Agreement may be assigned by either of the party’s with the prior written consent of other party and in which case all the benefits and burdens shall bind the new party.
3.7 Other than where expressly agreed in writing, this Agreement represents the entire understanding between the Parties and the Recipient and neither of them has entered into it in reliance on any statement or representation (save and except when fraudulent or as otherwise excluded by law), except those expressly contained in this Agreement.
3.8 No amendment to this Agreement shall be valid or binding unless made by written agreement between the Parties.
3.9 If any provision of this agreement shall be held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
3.10 The provisions of this Agreement are necessary for the protection of the business and goodwill of the disclosing party and are considered by each party to be reasonable for such purpose. Each party agrees that any breach of this Agreement will cause disclosing party substantial, immediate and irreparable damages for which monetary damages alone would not be sufficient compensation, and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, all of which shall be cumulative, the disclosing party shall have the right to seek specific performance and other injunctive and equitable relief.
3.11 Each party agrees that no failure or delay by the other party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
3.12 Unless expressly indicated otherwise, the obligations set forth in this Agreement shall continue indefinitely from the date first set forth above.
3.13 This Agreement shall be interpreted in accordance with the laws of England and Wales, whose courts shall have exclusive jurisdiction.