(A)The Parties Wish to Discuss Research and Development by ( CO NAME )In the Field

DATEDDATE

XXXX / (1)
And
Optima Design Services Ltd / (2)
CONFIDENTIALITY AGREEMENT

Date:20th June 2012

Parties:-

(1)CO.NAME, a company incorporated and registered in England whose registered number is xxxx and whose registered office is at ADDRESS(“CO NAME”)

(2)OPTIMA DESIGN SERVICES LIMITED, a company incorporated and registered in England whose registered number is 03224819 and whose registered office is at Unit 20, Maisies Way, The Village, South Normanton, Derbyshire DE55 2DS, ENGLAND(“Company”)

Background:-

(A)The parties wish to discuss research and development by (“CO NAME”)in the field ofXXXXXXXXXXXXX.

(B)In order to protect the confidentiality of proprietary information that may be disclosed during the course of such discussion, the parties have agreed to enter into this Agreement.

Itis agreed as follows:-

1Interpretation

1.1Except where the context requires otherwise, the following words and expressions shall, when used in this Agreement, have the following meanings:

Expression / Meaning
“Intellectual Property” / rights in patents, utility models, trade marks (whether registered or unregistered), trade names, domain names, copyrights, registered designs, unregistered design rights, applications for registration of any of these and the right to apply for any of these in any part of the world, discoveries, confidential information, know-how and any other intellectual property whether it is registered or not capable of registration
“Owner” / the party by whom Proprietary Information is disclosed or from whom Proprietary Information is otherwise obtained pursuant to or prior to and in contemplation of this Agreement;
“Permitted Purpose” / the discussion between the parties of the possible collaboration referred to in paragraph (A) of the “Background” section above and, if applicable, the negotiation of a collaboration agreement;
“Proprietary Information” / means any and all information which is now or at any time in the future in the possession of the Owner and which relates to the Owner’s business including, without limitation, the products, services, business information, secret or commercially sensitive information, any Intellectual Property and customers or suppliers of the Owner’s business;
“Recipient” / means the party to whom Proprietary Information is disclosed or who otherwise obtains Proprietary Information pursuant to or prior to and in contemplation of this Agreement.

2Recipient's Undertaking

2.1The Recipient shall maintain secret and confidential the Owner’s Proprietary Information, shall not use the same except for the Permitted Purpose and shall disclose the same only to those of its directors, employees and professional advisers to whom and to the extent that such disclosure is reasonably necessary for the Permitted Purpose.

2.2The Recipient shall ensure that all of its personnel visiting the premises of the Owner comply with the health and safety and security policies in force at such premises and with all reasonable instructions of the Owner.

2.3The Recipient acknowledges that the Owner reserves the right to refuse admittance to its premises to individuals who it believes, on reasonable grounds, represent a risk to the security or confidentiality of the Owner or its activities.

3Exceptions

3.1The restrictions on the Recipient set out at clause 2 above shall not apply to any Proprietary Information which:

3.1.1the Recipient can demonstrate was already in the possession of the Recipient and at its free disposal before the disclosure to the Recipient pursuant to or in contemplation of this Agreement; or

3.1.2is subsequently disclosed to the Recipient without any obligation of confidence by a third party who has not derived it directly or indirectly from the Owner; or

3.1.3is in the public domain or subsequently enters the public domain through no act or default of the Recipient or its agents, directors, employees or professional advisers.

With reference to clauses 3.1.1 – 3.1.3 above, a combination of two or more items of confidential information shall not be deemed to be in the possession of the Recipient or to have entered the public domain by reason only of each separate item being in the possession of the Recipient or having entered the public domain.

3.2Notwithstanding the obligations at clause 2 above, the Recipient may disclose the Proprietary Information to the extent that disclosure of the same is required by law or court order provided that, in such circumstances, the Recipient shall have:

3.2.1to the extent not prohibited by applicable law, informed the Owner promptly upon becoming aware of the relevant legal requirement or court order and of the Recipient’s proposed form of disclosure of that Proprietary Information; and

3.2.2first given written notice to the authority requiring the disclosure that the information is the confidential information of a third party.

3.3If either party is unable to inform the other party before Proprietary Information is disclosed pursuant to clause 3.2, it shall (to the extent permitted by law) inform the other party immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed.

4Confidentiality Measures

4.1To secure the confidentiality attaching to the Proprietary Information, the Recipient shall:-

4.1.1not disclose or allow access to any Proprietary Information to its directors, employees or professional advisers without those individuals first being made subject to obligations of confidentiality no less onerous than those accepted by the Recipient under this Agreement;

4.1.2make no more copies of the Proprietary Information than are reasonably necessary for the Permitted Purpose and shall clearly mark all such copies as being or comprising the confidential information of the Owner;

4.1.3give all such assistance as may reasonably be required by the Owner in enforcing obligations of confidentiality in respect of the Proprietary Information against those directors, employees or professional advisers of the Recipient who have been allowed access to it pursuant to this Agreement;

4.1.4take all such steps to protect the Proprietary Information from unauthorised access, loss or corruption as it takes in respect of its own information of a similar type and, in any event, take all reasonable and appropriate steps so to protect the Proprietary Information;

4.1.5without limiting the generality of the obligation at clause 4.1.4 above, not store any of the Proprietary Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside the address of the Recipient as referred to in the heading to this Agreement without the prior approval of the Owner;

4.1.6on request of the Owner made at any time, deliver up to the Owner all documents and other material in the possession, custody or control of the Recipient that bear or incorporate any part of the Proprietary Information.

5Intellectual Property

5.1The Owner’s Intellectual Property shall remain fully vested in the Owner and the Recipient shall have no rights in respect of that Intellectual Property (whether by licence or otherwise) except insofar as expressly granted by this Agreement.

6Governing Law

6.1The construction, validity and performance of this Agreement shall be governed in all respects by English law and the parties submit to the exclusive jurisdiction of the English Courts.

This Agreement has been entered into on the date stated at the beginning of it.

Signed by (“NAME”)
for and on behalf of / ______
Director
Signed by IAN COWLISHAW
for and on behalf of
OPTIMA DESIGN SERVICES LIMITED / ______
Director

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