In this Agreement, the following words shall have the following meanings:
Discloser means either Party, named in the agreement, sharing confidential or commercially sensitive information with the other named party above.
Recipient means either Party, either receiving information or discovering such information due to events either prior, within, or outside of commercial contract, being confidential or commercially sensitive information, which is not publicly available, with the other named party above.
Discloser Information means any information relating to the business of the Discloser, or any subsidiary, holding or associated company from time to time of the Discloser, and any subsidiary or associated company from time to time of the Discloser, the holding company of the Discloser (and holding company and subsidiary have the meaning given to them in section 1159 of the Companies Act 2006) which is not publicly available, which possesses confidence in sharing or has commercial value in relation to the business of the Discloser.
2.1. The Recipient agrees to keep the Discloser Information secure and preserve the confidentiality of the Discloser Information (subject to clause 2.4 below).
2.2. The Recipient shall not (subject to clause 2.3) without the consent of the Discloser:
2.2.1. communicate, or otherwise make available, the Discloser Information to any third party; or
2.2.2. use the Discloser Information for any commercial purpose other than in connection with the services provided by the Recipient to the Discloser; or
copy, adapt, or otherwise reproduce the Discloser Information save as necessary in connection with the services provided by the Recipient to the Discloser.
2.3. The Recipient may disclose the Discloser Information or any part thereof only to any employee, officer, agent, delivery partner or consultant of the Recipient who needs access to the Discloser Information in connection with providing services to the Discloser. In such an event the Recipient agrees to ensure, prior to such disclosure, that the relevant individual is made aware of the confidential nature of the Discloser Information and acknowledges the conditions of secrecy set out here.
2.4. The obligations contained in this clause 2 shall not apply or shall cease to apply to such part of the Discloser Information as the Recipient can show:
2.4.1. has become public knowledge other than as a result of the breach of this Agreement;
2.4.2. was already known to the Recipient or any of its employees, officers, agents or consultants prior to disclosure to it by the Discloser, and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser;
2.4.3. has been received from a third party who neither acquired it in confidence from the Discloser, nor owed the Discloser a duty of confidence in respect of it; or
2.4.4. the disclosure is required by law, regulation or order of a court of competent jurisdiction to be disclosed and the Recipient will, where permitted, promptly notify the Discloser in writing of the requirement for disclosure and of the relevant surrounding circumstances.
2.5. All of the undertakings in this Agreement apply to all of the information disclosed by each of the parties to the other regardless of the way or form in which it is disclosed or recorded.
3. PROPERTY RIGHTS
3.1. The Discloser Information and all related documentation are proprietary to the Discloser. The Recipient acknowledges that this Agreement or any disclosure made to it pursuant to this Agreement shall not confer on the Recipient any intellectual property or other rights in relation to the Discloser Information except in connection with the services provided by the Recipient to the Discloser.
3.2. The Recipient will, on request from the Discloser, return all copies and records of the Discloser Information and will not retain any copies or records of the Discloser Information.
4.1. No variation of this Agreement shall be effective unless it is in writing and signed by all parties.
4.2. This Agreement shall remain in force for a period of 2 years from the date of the last disclosure of Discloser Information to the Recipient.
4.3. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
4.4. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.