NON-DISCLOSURE AGREEMENT YOU AGREE to the following: 1. Our business and affairs will include, but not be limited to, commercial, financial, technical, operational or other information in whatever form (including information disclosed, overheard, available, discovered or otherwise obtained in writing, visually and orally) which concerns the business and affairs of the parties, including any such information disclosed, overheard, available, discovered or otherwise obtained prior to the date of this Agreement (“Confidential Information”). 2. You will: 2.1 keep in confidence any of our Confidential Information and will not disclose that Confidential Information to any person (other than their employees or professional advisers, who need to know the Confidential Information) without our written consent; 2.2 use our Confidential Information only for the purposes for which it was disclosed or for the proper performance of your duties; 2.3 ensure that all people to whom the Confidential Information is disclosed in accordance with the terms of this Agreement are aware of and comply with the terms of this Agreement; and 2.4 make copies of the Confidential Information only to the extent strictly necessary to the purpose for which it was disclosed or for the proper performance of that party’s duties; Warranty and Indemnity 2.5 We warrant that we have the right to disclose our Confidential Information to you and authorise you to use such Confidential Information for the Purpose. 2.6 You shall indemnify us and keep us fully indemnified and our Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by us (and/or our Group) arising from any breach of this agreement by you and from the actions or omissions of any Representative of the Recipient. 3. You will keep the existence, nature and content of this Agreement confidential. 4. Paragraphs 2 and 3 will not apply to: 5. (a) information which has been published other than through a breach of this Agreement; (b) information lawfully in the possession of the recipient from a third party not connected to either of the parties before its disclosure under this Agreement took place; (c) information obtained from a third party who is free to disclose it; (d) information independently developed by you; (e) information which you are requested to disclose and, if it did not, could be required by law (including a regulatory body) to disclose. No licences or any rights under any patent, registered design, copyright, design right or any similar right belonging to either party are implied or granted under this Agreement. 6. The obligations and restrictions in this Agreement will last for 3 years from the date of this Agreement regardless of whether or not the Services are provided. 7. Termination of this agreement shall not affect any accrued rights or remedies to which either party is entitled. 8. You will on request either: 9. (a) return all copies of the Confidential Information to us to the extent practicable and permitted by law; or (b) destroy it and confirm in writing to us that this has been done. (c) certify in writing to the us that it has complied with the requirements of this clause. The disclosure of Confidential Information under this Agreement does not oblige us to enter in to any further agreement with you. (a) This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. (b) The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). 10. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 11. This agreement constitutes the entire agreement between us and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 12. No variation of this agreement shall be effective unless it is in writing and signed by us (or our authorised representatives). 13. If we waive a right or remedy provided under this agreement or by law in relation to you, or takes or fails to take any action against you, does not affect its rights in relation to do so. 14. Except as otherwise provided in this agreement, you may notassign, sub-contract or deal in any way with, any of your rights or obligations under this agreement or any document referred to in it. By entering into this agreement you are warranting that you do not have any extant conflict of interest. If during the existence of this agreement, you subsequently become aware of any actual or potential conflict of interest that you may have, you will immediately provide full written disclose of both the nature and the circumstances of such conflict.
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