Confidentiality Agreement

Confidentiality Agreement

(1) Kevin Earle Ltd T/A Earle Consulting, a company incorporated in England and Wales under company number 05672606 and whose registered office is at Phoenix Cottage, 9b Aughton Road, Southport, Merseyside, PR8 2AF

(2) Client a company incorporated in England and Wales

RECITALS

(1)  The Parties, for the purposes of business development, supply questionnaires and tenders (work winning) that specifically form the basis of these objectives are prepared to disclose confidential information to each other (‘the Permitted Purpose’)

(2)  The Parties recognise that unauthorised disclosure or use of the Confidential Information could cause the Parties commercial harm. Therefore, they are willing to enter into this Agreement in accordance with the provisions of this Agreement.

NOW IT IS AGREED as follows

1. Definitions

In this Agreement, the following words are to have the following meanings:

1.1  ‘Confidential Information’ means:

1.1.1  In respect of Information provided in documentary form or in other tangible form, information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence;

1.1.2  All information whether in draft form and finalised form in respect of the developed tender responses other than for the purpose of submitting the tender … including written content and tender responses not limited to service delivery solutions, visualisations, graphics best practice, innovations added value and social value

1.1.3  In respect of Information that is imparted orally, any Information that the Disclosing Party or its representatives informed the Receiving Party or its representatives at the time of disclosure was imparted in confidence;

1.1.4  In respect of Confidential Information imparted orally, any note or record of the disclosure

1.1.5  Any copy of any of the foregoing; and

1.1.6  The fact that discussions are taking place between the Disclosing Party and the Receiving Party including any relevant contractual relationship and the parties thereto.

1.2  ‘Information’ means but is not limited to information and data whether concerning commercial, financial, technical or any other matter whatsoever provided directly or indirectly by the Disclosing Party to the Receiving Party orally or in documentary form

1.3  ‘Permitted Purpose’ has the meaning given in Recital (1) above

1.4  ‘Disclosing Party’ means the Party to this Agreement that discloses information, directly or indirectly, to the Receiving Party under or in anticipation of this Agreement.

1.5 ‘Receiving Party’ means the Party to this Agreement that receives Information, directly or indirectly, from the Disclosing Party.

 

2. Obligations of the Receiving Party

For a term of 6 years from the date of this Agreement the Receiving Party undertakes to the Disclosing Party to:

2.1  receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party;

2.2  take all necessary precautions to ensure that such undertaking is enforced and is enforceable and take such action as to ensure that legal protection, or potential legal protection in whatever form is not destroyed through making information available to the public, for instance by written or oral description;

2.3  use the Confidential Information only for the Permitted Purpose;

2.4  only disclose the Confidential Information under binding obligations of confidence (which it undertakes to enforce and for which it is legally responsible) to those of its subsidiaries, employees, sub-contractors, seconded staff, officers, agents, consultants and collaborators as need to have access thereto wholly, necessarily and exclusively for the purposes of the Project whose identity the Receiving Party shall provide to the Disclosing Party at their request;

2.5  not without the Disclosing Party’s prior written consent make any commercial use of or make any commercial gain from the Confidential Information or seek to obtain any protection of the intellectual property contained in the Confidential Information;

2.6  promptly notify the Disclosing Party if it becomes aware that any of the Confidential Information falls within the provisions of Clause 3.

 

3. Limitation of the obligations of Recipient

Clause 2 shall not apply to Confidential Information which;

3.1  was known to the Receiving Party prior to its communication by or through the Disclosing Party (as evidenced by the Receiving Party’s records); or

3.2  is or becomes in the public domain except by any default or fault of the Receiving Party or any person acquiring it from the Receiving Party; or

3.3  becomes known to the Receiving Party by the action of another person not in breach of any obligation of confidentiality owed to the Disclosing Party; or

3.4  is developed by any of the Receiving Party’s employees who have not had any direct or indirect access to, or use or knowledge of, the information imparted by the Disclosing Party.

 

4 Return of Confidential Information

4.1 Upon termination of this Agreement in the event that the Receiving Party is in breach of any of the conditions of this Agreement, and at any other time on the written request of the Disclosing Party, the Receiving Party will immediately return the Confidential Information and any copies of it made by or in the possession of or under the control of the Receiving Party pursuant to this Agreement, and make no further use or disclosure of any of the Confidential Information. If the Disclosing Party so dictates, the Confidential Information shall be destroyed under the above circumstances. In so far as electronic confidential information is concerned this is to be deleted irretrievably from all computer and communications systems and devices wherever situated including such systems and date storage services provided by third parties to the extent technically practicable.


5 Limitation of transferred rights

5.1  The Recipient acknowledges and agrees that the property and copyright in Confidential Information disclosed to it by the Disclosing Party, including any documents, files and any other items containing any Confidential Information, belongs to the Disclosing Party. It will not be removed from the Receiving Party’s address nor be given to any other person or parties.

5.2  This Agreement is neither to prejudice nor limit the rights of the Disclosing Party in respect of any intellectual property rights in the Confidential Information.

5.3  Except as provided for in this Agreement the Receiving Party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Disclosing Party.

5.4  This Agreement is not to be construed to:-

5.4.1  Grant the Receiving Party any licence or rights other than as expressly set out in this Agreement in respect of the Confidential Information; nor

5.4.2  Require the Disclosing Party to disclose any Confidential Information to the Receiving Party.

 

6 Limitation of liability of Disclosing Party

The Disclosing Party gives no warranties in relation to the Confidential Information disclosed by it under this Agreement and in particular (but without limiting the foregoing) no warranty or representation, express or implied, is given by the Disclosing Party as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement.

7 Notices

All notices required to be served to this Agreement are to be made in writing to the addresses at thehead of this Agreement.

8 Law and disputes

The validity, construction and performance of this Agreement are to be governed by English law. Any dispute arising under or in connection with this Agreement is to be subject to the exclusive jurisdiction of the English courts to which the Parties to this Agreement submit.

9 Third parties

This Agreement does not create any right enforceable by any person who is not a party to it (‘Third Party’) under the Contracts (Rights of Third Parties) Act 1999, but this clause does not affect any right or remedy of a Third Party which exists or is available apart from that Act.

 

AGREED by the Parties through commencement of work