CONFIDENTIALITY AGREEMENT
Unapologetic Self Mastery Accelerator
THIS CONFIDENTIALITY AGREEMENT ("Agreement") is made the on the day of the order
BETWEEN
(1) The signed up client
(2) Andrea Callanan Ltd, The Embassy, 389 Newport Road, Cardiff CF24 1TP
WHEREAS
- For the specific purpose of discussing, responding to opportunities and contracting for the provision of goods and services to Company and its clients, the parties hereto wish to disclose to each other and/or allow each other (whether directly or indirectly) access to Confidential Information (as defined below); and
- The parties wish to regulate how such Confidential Information is to be treated while in the possession or control of the Receiving Party (as defined below) so as to protect the proper interests of the Disclosing Party (as defined below).
NOW IT IS HEREBY AGREED AS FOLLOWS:
Definitions
The following words and phrases shall have the following meanings unless the context otherwise requires:
1.1. "Information" shall include information provided to or acquired by the Receiving Party in oral or documentary or electronic form or by way of models or other tangible or intangible form or by demonstrations or presentations.
1.2 "Confidential Information" shall mean:-
(a) in respect of Information provided in documentary form or by way of a model or in other tangible or intangible form, Information which at the time of disclosure to the Receiving Party is marked, or otherwise designated, to show expressly or by implication that it is imparted or disclosed in confidence; and
(b) in respect of Information that is imparted or disclosed orally or by demonstration or presentation, any Information that the Receiving Party has been expressly informed by the Disclosing Party at the time of disclosure to have been imparted or disclosed in confidence; and
(c) in respect of Information imparted or disclosed orally or by demonstration or presentation, any note or record of the disclosure; and
(d) any copy of any of the foregoing; and
(e) Information of the Disclosing Party that is acquired, directly or indirectly by the Receiving Party other than from the Disclosing Party.
1.3 "Disclosing Party" shall mean the party who imparts or discloses the Information to the Receiving Party;
1.4 "Receiving Party" means the party who receives or acquires the Information from the Disclosing Party;
1.5 "Purpose" shall mean the use of Confidential Information wholly necessarily and exclusively for the purpose set out in recital A above.
- Obligations of Confidentiality
2.1 In consideration of the provision of Confidential Information by the Disclosing Party and acquisition thereof by the Receiving Party, the Receiving Party shall:-
2.1.1 take proper and all reasonable measures to ensure the confidentiality of all Confidential Information; and
2.1.2 use such Confidential Information only for the Purpose; and
2.1.3 permit access to Confidential Information only to such of its suppliers having a need to know such Confidential Information and inform each of those suppliers of the confidential nature of the Confidential Information and of the obligations on the Receiving Party in respect thereof (for the purposes of this Agreement)
2.1.4 make copies, reduce to writing or otherwise record the Confidential Information only to the extent that the same are strictly required for the Purpose; and
2.1.5 only transmit, reproduce, transform, or store the Confidential Information for the Purpose; and
2.1.6 not remove, obscure, amend and/or deface any confidentiality notice or notice of ownership or origin contained in or on the Confidential Information; and
2.1.7 treat all Confidential Information with the degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party’s own information of like importance which is to be kept confidential; and
2.1.8 promptly return all Confidential Information to the Disclosing Party upon its written request or (at the Disclosing Party's option) destroy all such Confidential Information and provide to the Disclosing Party a certificate of such destruction signed by a duly authorised officer of the Receiving Party.
2.2 Where any Confidential Information is the subject of any national or governmental security regulations the Receiving Party shall, and hereby undertakes to, take such measures as may be required by such regulations to protect the Confidential Information.
2.3 Without prejudice to any obligations imposed on and assumed by the Receiving Party under any national or governmental security regulations, the obligations of confidentiality herein shall not apply to any Information which the Receiving Party can show:-
2.3.1 was in the possession of the Receiving Party before such Information was imparted or disclosed by the Disclosing Party; or
2.3.2 is independently developed by any servant, agent or employee of the Receiving Party without access to or use or knowledge of the Information and to whom no disclosure of the Information has been made; or
2.3.3 is in or subsequently comes into the public domain other than by breach by the Receiving Party of its obligations hereunder; or
2.3.4 is received by the Receiving Party without restriction on disclosure or use from a third party which the Receiving Party honestly believes is entitled to make such disclosure; or
2.3.5 is approved for release by the written agreement of the Disclosing Party; or
2.3.6 subject to clause 2.4 below, is required to be disclosed by law or the rules of any governmental organisation provided that if the Receiving Party is to make such disclosure, it shall give the Disclosing Party as much prior notice thereof as is reasonably practicable so that the Disclosing Party may seek such protective orders or other confidentiality protection as the Disclosing Party, in its sole discretion, may elect and shall reasonably co-operate with the Disclosing Party in protecting the confidential or proprietary nature of the Confidential Information which is to be so disclosed.
2.4 The Receiving Party, may, provided that the Receiving Party has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office or any other appropriate regulatory authority in the United Kingdom without first notifying the Disclosing Party of such disclosure.
- Ownership of Information
3.1 Any Information imparted disclosed or acquired hereunder shall remain the property of the Disclosing Party or the originator of such Information and must be applied for the Purpose only.
3.2 No licence under any trademark, copyright, patent, design rights or any other intellectual property right is granted, whether expressly or by implication, to the Receiving Party by the disclosure or acquisition of such Information.
3.3 The disclosure of such Information shall not constitute any representation or warranty, express or implied, with respect to the non-infringement of trademarks, patents, copyright, design rights or any other intellectual property rights belonging to third parties.
3.4 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.
- Term and Termination
4.1 The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of five (5) years from the date of this Agreement.
4.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled.
Waiver
5.1 A failure or neglect by the Disclosing Party to enforce at any time any of the provisions hereof shall not be construed and shall not be deemed to be a waiver of the Disclosing Party's rights hereunder nor shall it in any way affect the validity of the whole or any part of this Agreement nor prejudice the Disclosing Party's rights to take subsequent action. No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other term, covenant, representation or warranty. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby and the parties shall use reasonable endeavours to negotiate, in good faith, with a view to substituting for the provision in question a valid, legal and enforceable provision as similar as possible to the provision in question.
5.2 The provisions of this Agreement shall not be modified, amended or waived except by a written instrument duly executed by the parties. The requirement of written form can only be waived in writing.
- Notices
Any notice required to be given hereunder by either party to the other shall be in writing and shall be deemed to have been sufficiently given if transmitted by email or delivered by hand or sent by post (being recorded signed for or special delivery) to the address of the party as stated herein. Any notice so given shall be deemed to have been duly given, if sent by email, at 10 a.m. local time in the place of receipt on the first working day after completion of the transmission; and, if delivered by hand, at 10 a.m. local time in the place of receipt on the first working day after being left at the address of the party as stated herein; and, if sent by recorded signed for or special delivery, on the third working day after posting it.
- Damages not a sufficient remedy
In the event that the terms and conditions of this Agreement are breached by the Receiving Party, the Disclosing Party may, at its option, elect to institute proceedings in court to obtain damages, to enforce specific performance thereof, or to otherwise enjoin the disclosure or unauthorised use of its Confidential Information.
- No Assignment
Neither party shall assign this Agreement or any part thereof without the prior written consent of the other.
- No Partnership
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
- Entire Agreement
10.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
10.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement and that it does not rely on any such representations or warranties. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.
- Governing Law
11.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
11.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
