To be Placed on the Headed Paper of the Information Provider
or Print Organisation Name and Address here:
______
______
______
(referred to as “Us or We or Our” throughout)
To: ______
______
______
______
Insert name and address of the person or organisation
to whom this letter is addressed, the Information Receiver,
referred to as “You orYour or Yours” throughout.
Insert Date:______20
Re: Confidentiality Undertaking
Dear Sir/Madam
1. The Information & the Basis of its Provision by Us to You
1.1We(“the Information Provider”) have provided or are to provide to You (“the Information Receiver”) certain information relative to Our business and affairs which is confidential and/or proprietary to Us (subject to paragraph 1.2, “Our Confidential Information”).
1.2The term “Our Confidential Information” does not include information:
(a)which You can establish by Your written records to have been lawfully in Your possession at the date of this letter, provided that such information was not obtained, directly or indirectly, from Us and/or is not subject to any other obligation of confidentiality or secrecy to Us, however arising;
(b)which You receive from a third party after the date of this letter, provided that such information is not obtained, directly or indirectly, from Us and/or is not subject to any other confidentiality agreement with, or any other obligation of confidentiality or secrecy to Us, however arising;
(c)which, at the time of disclosure to You is, or after disclosure to You becomes, generally available to the public otherwise than as a result of a disclosure (i) by You or (ii) by any person in breach of any obligation of confidentiality.
1.3Our Confidential Information will be provided to You solely for the purpose of both You and Us doing business together or to enable both You and Us to investigate whether we can do business together or both (the “Specified Purpose”).
1.4In consideration of €1 and the agreement on the part of Us to provide Our Confidential Information to You, and for other good and valuable consideration (the receipt and sufficiency of which You acknowledge), You agree to treat Our Confidential Information in accordance with the provisions of this letter.
2.Confidentiality and Use of Our Confidential Information
2.1Subject to Clause 2.2, You agree that You will:
(a)keep Our Confidential Information confidential;
(b)use Our Confidential Information only for the Specified Purpose; and
(c)not use Our Confidential Information in any way detrimental to Us.
2.2 You may disclose Our Confidential Information to Your employees and officers to the extent required in order to permit the fulfilment by You of the Specified Purpose provided that before disclosing any of Our Confidential Information to any such employee or officer, You shall obtain from the employee or officer concerned an undertaking in writing to the effect that he or she will:
(a)keep Our Confidential Information confidential;
(b)use Our Confidential Information only for the Specified Purpose; and
(c)not use Our Confidential Information in any way detrimental to Us.
2.3You agree to indemnify Us against all losses and costs which may be suffered or incurred by Us as a result of or in connection with any failure by You to comply with Clause 2.1 or 2.2 or any failure by any of Your employees or officers to comply with the confidentiality undertaking given by him or her in respect of Our Confidential Information.
3. No Agreement or Warranties
You acknowledge and agree:
(a)that the provision of Our Confidential Information will not constitute an offer on any account by Us, nor will Our Confidential Information form the basis of any contract;
(b) that neither Us nor any of Our directors, officers, employees, agents or any other representatives or advisers has made or make or will make any representation or warranty as to the accuracy or completeness of Our Confidential Information and that no such person has authority to make any representation or warranty on Our behalf;
(c)that neither Us nor any of Our directors, officers, employees, agents or any other representatives or advisers shall have any liability to You resulting from the use by You of Our Confidential Information; and
(d)that no right or licence is granted to You in relation to Our Confidential Information except as expressly set forth in this letter.
4.Redelivery of Our Confidential Information
4.1We reserve Our right to withdraw Our Confidential Information from You at any time. Accordingly, You will promptly redeliver to Us, on demand at any time, all of Our Confidential Information, and will not retain any copies, extracts or other reproductions in whole or in part of Our Confidential Information.
4.2At Our request, You shall destroy all documents, memoranda, notes and other writings whatsoever prepared by You based on, or arising from, or in connection with, Our Confidential Information, and shall provide to Us certification of that destruction, signed by a senior executive of Yours who shall supervise that destruction.
5.No Waiver of Rights
No failure or delay by Us in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
6.Interpretation & Modification
6.1In this letter agreement, unless the contrary intention is stated, a reference to a word importing the singular shall include the plural and vice versa; to a word importing the masculine shall include the feminine and vice versa; and to a person shall include a reference to any individual person, corporation, partnership, firm, joint stock company, joint venture, trust, estate or unincorporated organisation or association.
6.2Headings are to be ignored in the construction of this letter agreement.
6.3The agreements set forth in this letter may be modified or waived only by written instrument signed on behalf of each of the parties hereto or by their duly authorised representatives.
7.Law & Jurisdiction
This letter shall be governed by, and construed in accordance with, the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction to settle all disputes arising under or in connection with this letter agreement.
8.Acceptance
Please acknowledge Your acceptance of the terms of this letter by signing and returning the enclosed copy to Us.
Yours faithfully
Signed for and on behalf of
Us (the Information Provider)
By:
Print Name:______
Title in Organisation:______
Acknowledged and agreed to on _____ 20
for and on behalf of You (the Information Receiver)
By:
Print Name:______
Title in Organisation:______
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