CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made this xx day of xxxxxxxx 2000
BETWEEN
xxxxx whose registered office is at xxxxx (hereinafter referred to as "xxxxxx") of the one part
AND
yyyyy of the other part.
WHEREAS xxxxxx and yyyyy wish to disclose certain proprietary or confidential information to each other concerning zzzzzz (hereinafter called 'the Purpose') and each of the parties wishes to protect its own such proprietary or confidential information.
NOW THEREFORE IT IS AGREED as follows: -
1. In this Agreement the term "Proprietary Information' means any technical or commercial information (whether in visual or machine readable form) disclosed by one party to the other and identified by a suitable legend or marking as being "Confidential" or "Proprietary" as well as Proprietary Information disclosed orally from one party to another which was described as being proprietary or confidential at the time of disclosure and thereafter is reduced to writing, appropriately identified and a copy thereof sent to the receiving party within 15 (fifteen) working days of the original oral disclosure PROVIDED HOWEVER that Proprietary Information shall not include any information which the Receiving Party can show:
i) is in or comes into the public domain otherwise than through a breach of this Agreement or the fault of the Receiving Party; or
ii) has been lawfully received from a third party without restriction as to its use or disclosure; or
iii) was already in its possession free of any such restriction prior to receipt from the disclosing party; or
iv) was independently developed by the receiving party without making use of the Proprietary Information; or
v) has been approved for release or use (in either case without restriction) by written authorisation of the disclosing party.
2. For a period of all time from the date of receipt by the receiving party of an item of Proprietary Information (or such other period as may be agreed) the receiving party undertakes:
2.1 to keep such Proprietary Information confidential;
2.2 not to use such Proprietary Information otherwise than for the Purpose unless such use is specifically authorised in writing by the disclosing party;
2.3 not to disclose such Proprietary Information to any persons employed in its business other than those having a need-to-know for the Purpose, and then only on the understanding that such persons are made aware of and undertake to observe the provisions of this Agreement;
2.4 not to disclose Proprietary Information to any third party except for the Purpose and with the prior written consent of the disclosing party;
2.5 not to copy or reproduce Proprietary Information to writing except as may be strictly necessary for the Purpose; and
2.6 to return to the Disclosing Party on demand all copies of Proprietary Information reduced to writing (or other permanent form) and to destroy all notes and any other written reports or documents which may have been made by the receiving party to the extent they contain any part of or reference to the Proprietary Information in whole or part.
3. This Agreement shall not be construed as granting expressly or impliedly any rights under patents, copyright or any other form of intellectual property rights belonging to the disclosing party in respect of Proprietary Information the ownership of which shall remain vested in the disclosing party at all times.
4. Should any party hereto be the subject of merger or any other form of reorganisation it is agreed that the successor in law to such party shall also be bound by the terms of this Agreement as if such party were an original party hereto. Subject as aforesaid neither party shall assign its interest under this Agreement without the prior written consent of the other party.
5. Nothing herein shall be deemed to replace or prejudice any governmental security classification referenced on any part of the Proprietary Information and the receiving party undertakes to respect and observe any such classification and to treat the same with such degree of care and security as is required by the relevant governmental authority in the country of the disclosing party. This obligation shall continue for the duration of this Agreement and thereafter until such time as the said authority shall deem appropriate.
6. The parties each designate the following individual in their respective organisations who shall be responsible for the transmission of Proprietary Information and for recording its disclosure and receipt hereunder.
For xxxxxx
Address
For yyyyyy
Address
Any alteration in the name or address of the above individual by one party shall be notified to the other in writing.
7. The foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any prior representation, understanding and commitment (whether oral or written) made between the parties with respect to or in connection with any of the matters or things to which this Agreement applies.
8. Notices hereunder shall be deemed validly given if delivered by hand or sent by telex, telefax or by recorded delivery post to the individual referred to in Clause 6. Such notices shall be deemed effective on the date of receipt.
9. This Agreement shall be governed by and construed in all respects in accordance with English law.
Signed for and on behalf of
Signed for and on behalf of
xxxxx
yyyyyy
By:
By:
Title:
Title: