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CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made this 17th day of April 2007
Between the parties
Capital Connection Ltd (“X”)
and (“Y”)
and (“Z”)
RECITALS
A) X, Y and Z may provide confidential information to each other for the purposes stated in Appendix A, and the disclosing party requires that any such information provided shall be kept confidential by the receiving party; and
B) in consideration of the disclosure of such information, the receiving party will keep the disclosing party's information confidential in accordance with the terms set out in this Agreement.
THE PARTIES AGREE as follows:
1. Confidential Information
a) "Confidential Information" shall include but not be limited to information, knowledge or data of an intellectual, technical, scientific, financial, cost, pricing, commercial or marketing nature which is not in the public domain and in which the disclosing party has a business, proprietary or ownership interest or has a legal duty to protect, in whichever form, including but not limited to business relationships, market opportunities, technical data, drawings, photographs, specifications, standards, manuals, reports, formulae, algorithms, processes, information, lists, trade secrets, computer programs, computer software, computer data bases, computer software documentation, quotations and price lists, which the disclosing party considers to be confidential and which is identified by the disclosing party as confidential, and which may be furnished by either party to the other during the period of this Agreement.
b) Oral disclosures relating to Confidential Information shall be protected by the terms of this Agreement.
c) Both parties expressly understand that the Confidential Information disclosed by them under this Agreement is of a commercially valuable and highly sensitive nature.
d) In the event that one party discovers that it has made or makes or causes to be made any unauthorised disclosure of the other party's Confidential Information that party will advise the other party in writing and the other party may exercise such legal remedies as are available to recompense the other party for the breach of this Agreement and to further protect the other party's Confidential Information.
2. Restrictions
Confidential Information shall:
a) be kept in confidence by the receiving party with the same care as the receiving party uses to protect its own Confidential Information and, when not in use, must be stored in furniture appropriate to its sensitivity, any keys to which must be retained by the responsible manager or securely locked away;
b) not be divulged to any third party except with the prior written agreement of the disclosing party;
c) be used by the receiving party itself only for the purposes specified in Appendix A, and shall be disseminated to employees of the receiving party on a “need-to-know” basis only;
d) remain the property of the disclosing party;
e) not be reproduced or reduced to writing by the receiving party except as may reasonably be necessary for the purposes specified in Appendix A.
3. Acknowledgement of Agreement
All employees, officers or directors of the receiving party to whom Confidential Information is disclosed shall be required to read this Agreement and agree to honour and abide by its terms.
4. Entirety of Agreement
The parties acknowledge that this document contains the entire terms of this Agreement, and supersedes all prior oral or written communications relating to the subject matter of this Agreement. It may not be amended, unless in writing and signed by a duly authorised representative of both parties.
5. Notices
Any notice to be served on either of the parties by the other under this Agreement shall be in writing and shall be sent to the addressee at the following address (or such other address as the addressee shall have notified to the party giving the notice):
For X: Northdown, Genesta Ave., Whitstable, Kent , CT5 4EG, UK.
. 01227274569 / 07711 79396
For Y:
For Z:
6. Publicity
Neither party shall advertise or publicly announce that it has entered into this Agreement without the prior written consent of the other party nor shall either party make any public announcement regarding these matters in Appendix A nor use the other party's name for promotional or marketing purposes except by mutual agreement.
7. Assignment
Neither party may assign any of its rights and obligations under the Agreement without the prior written consent of the other party.
8. Agency
Nothing in this Agreement shall confer on either party the right to make any commitment of any kind on behalf of the other party. No licences or any other rights under any patent, registered design, copyright, design right or any similar right are implied or granted under this Agreement.
9. No Commitment
Nothing in this Agreement commits either party to enter into further commitments (contractual or otherwise) with the other party in respect of the Business Purpose stated in Appendix A.
10. Duration and Termination
This Agreement shall continue for a period of 2 (two) years from the date of this Agreement. All rights and obligations of the parties accruing under this Agreement shall survive termination of this Agreement for a period of 5 (five) years from the date of this Agreement.
11. Return of Information
Upon termination of this Agreement for any reason, or upon written request at any time, the receiving party shall make no further use of the Confidential Information and shall return all of the Confidential Information to the disclosing party, or confirm in writing that all copies of the Confidential Information have been destroyed and that all copies of the Confidential Information recorded on magnetic media or in any electronic or any other format have been irrevocably deleted. The receiving party may return Confidential Information, or any part thereof, to the disclosing party at any time.
12. Exclusions
The provisions of this Agreement shall not apply to:
i) any information which is or comes into the public domain other than in breach of this Agreement;
ii) information in the unrestricted possession of the receiving party before such divulgence has taken place;
iii) information which has been independently developed or obtained by either party from a third party, other than in breach of this Agreement;
iv) information required to be disclosed pursuant to governmental or legal requirements;
v) Confidential Information which is disclosed with the prior written permission of the disclosing party.
13. Security
Nothing in this Agreement shall be deemed to replace, or prejudice, any security classification referenced on any part of the Confidential Information, and the receiving party undertakes to respect and observe all regulations and restrictions relating to any such security classification called up in the Confidential Information and to accord to such material a degree of security at least equivalent to that applicable in the country of its origin, such obligation to continue for such time as the appropriate authority shall deem proper.
14. Governing Law
This Agreement shall be construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the English Courts.
SIGNED SIGNED SIGNED
For and on behalf of For and on behalf of For and on behalf of
Capital Connection Ltd
SIGNATURE SIGNATURE SIGNATURE
...... ……….……… ……………………
NAME NAME (and title if any) NAME (and title if any)
Graham D Cox
Managing Director
APPENDIX A
THE BUSINESS PURPOSE:
To discuss and exchange confidential information particularly in relation to software and other computer operations concerning the operations and intellectual property of and plans for the companies and persons covered by this agreement and those parties with whom the signatories have non-disclosure agreements in place
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