Confidentiality Agreement between Element 26 Limited and
Date: 28th September 2020
1 ELEMENT 26 LIMITED whose registered office is at 8 City Road, London, EC1Y 2AA (registered in England with number 08563991) whose principal place of business is at 8 City Road, London, EC1Y 2AA ("receiving party").
2 whose registered office is at (registered in England with number ) whose principal place of business is at (“disclosing party”)
(A) The Parties require a confidentiality agreement to govern the disclosure of certain information in relation to the Project (as defined below).
(B) The Parties wish to disclose the Confidential Information (as defined below) on the terms and conditions as set out in this Agreement.
In this Agreement, the following terms shall have the following meanings: -
1.1“Confidential Information” any and all information which is now or at any time in the future in the possession of the Disclosing Party and which relates to the Project including without limitation any and all intellectual property rights (including, without limitation, copyright), customer lists and customer information, data, know-how, formulae, processes, designs, photographs, drawings, specifications, software programs, tooling and samples and any other material bearing or incorporating any information relating to the Project or the exploitation of the Project;
1.2 “Disclosing Party” the Party disclosing the Confidential Information to the Receiving Party;
1.3 “Permitted Purpose” has the meaning given to it at clause 2.1.4 below;
1.4 “Project” means the provision of services to/from Element 26 Limited/from the Supplier and/or the discussions between the Parties in respect of the same;
1.5 “Receiving Party” the Party receiving the Confidential Information from the Disclosing Party.
2. Confidentiality Obligations
2.1 In consideration of the Disclosing Party disclosing the Confidential Information to the Receiving Party, the Receiving Party shall:
2.1.1 keep the Confidential Information strictly confidential and secret;
2.1.2 keep all physical records and computer data containing the Confidential Information in safe custody;
2.1.3 not divulge the Confidential Information to any third party without the written consent of the Disclosing Party (and if the Disclosing Party so consents, such disclosures shall be made on the basis that the Receiving Party impose obligations of confidentiality on the third party which are substantially the same as the obligations on the Receiving Party in this Agreement);
2.1.4 not use the Confidential Information except in the course of, and for the purposes of, evaluating and, if applicable, negotiating an agreement for the carrying out of the Project (the "Permitted Purpose");
2.1.5 give all such assistance as may reasonably be required by the Disclosing Party in enforcing obligations of confidentiality in respect of the Confidential Information against those directors and employees of the Receiving Party who have been allowed access to it pursuant to this Agreement.
3. Access to the Confidential Information
3.1 The Receiving Party shall ensure that access to the Confidential Information shall be restricted to only those of the staff of the Receiving Party actively and necessarily engaged in the Permitted Purpose and that such staff shall keep the Confidential Information confidential and secret.
3.2 The Receiving Party shall use all reasonable and prudent efforts to protect and safeguard the Confidential Information from loss, theft, destruction and the like.
3.3 The Receiving Party shall restrict the copying or reproduction of the Confidential Information to the extent required for the Permitted Purpose and shall mark all such copied or reproduced Confidential Information as being the confidential information of the Disclosing Party.
3.4 The Receiving Party shall keep all documents and any other material bearing or incorporating any of the Confidential Information at the address of the Receiving Party set out at the head of this Agreement.
4. Ownership of the Confidential Information
The Receiving Party acknowledges that Confidential Information disclosed pursuant to this Agreement (and all intellectual property rights in or relating to the same) shall remain the absolute property of the Disclosing Party and the Receiving Party undertakes not to use the Disclosing Party's Confidential Information (or such intellectual property rights) in order to develop manufacture or sell any product or services embodying or utilising the Confidential Information save as expressly permitted in writing by the Disclosing Party.
5.1 The Receiving Party's obligations under this Agreement shall not apply to any part of the Confidential Information which: -
5.1.1 is already in or falls into the public domain except through breach by the Receiving Party of its obligations under this Agreement; or
5.1.2 is already known to the Receiving Party at the date of disclosure and the Receiving Party can show the same to be the case from its written records and other data; or
5.1.3 becomes known to the Receiving Party from a third party who owes no obligations of confidence to the Disclosing Party and places no obligation or confidence upon the Receiving Party.
6. Ownership of Physical Records
The Receiving Party shall forthwith upon any request by the Disclosing Party return all documents, samples, physical records, and computer data embodying, revealing or otherwise concerning the Confidential Information in the custody or control of the Receiving Party and until then shall keep the same in safe custody. The Receiving Party shall not, following any such request, keep or permit to be kept any copies of the same or any notes in respect thereof.
7.1 Any failure by the Disclosing Party at any time to enforce any provision of this Agreement shall not be deemed to be a waiver of such provision or of any other provision or of the Disclosing Party’s right thereafter to enforce any provision of this Agreement.
7.2 If any provision of this Agreement is determined by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly unenforceable for any reason such unenforceability shall not affect the rest of this Agreement.
7.3 In this Agreement the use of the plural shall include the singular and vice versa and the clause headings used are for reference purposes only.
7.4 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
7.5 This Agreement shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
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Signed by Nathan Haines
Signed On: 30th June 2020
If you have questions about the contents of this document, you can email the document owner.
Document Name: Non-Disclosure Agreement
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