MOTOSecure Terms and Conditions
1. (Receiving Party = The Buyer or potential business partner, subcontractor or any person or any company receiving information in any format whatsoever from the Disclosing Party). And
2. (Disclosing Party = The Seller, Lang Protect Ltd WHEREAS
(A) The Receiving Party has purchased an item or requested the disclosure of certain Confidential Information concerning certain aspects of the operation and business of the other party so that the parties may discuss and evaluate the same for the purpose of potentially entering into and performing the Purpose. (B) As a precondition to and in consideration of such Confidential Information being made available, the Receiving Party have agreed this Confidentiality Agreement and at all times to perform its obligations and comply with the undertakings contained in this Agreement.
IT IS AGREED THAT : 1 DEFINITIONS In this Agreement and its recitals:
“Confidential Information” means any and all information of a confidential nature (whether oral, visual, recorded in writing or electronically or otherwise in any medium or media) including, but not limited to, any such information in respect of the operation and/or business activities of the Disclosing Party and/or its holding and/or subsidiary companies, all technical, patents, patents pending, operational, commercial, marketing and sales information, all data and know-how, trade secrets, working practices, customer or supplier information, information regarding software, computer systems and software related documentation and any other information which might reasonably be expected to be of a confidential nature, including without limitation the fact of the discussions, purchases and negotiations relating to the purpose between the parties are taking place; “holding” or “subsidiary company” shall have the meanings given in sections 736 and 736A of the Companies Act 1985; “parties” means the Buyer and Seller collectively and “party” shall be construed accordingly; 1.4 “Purpose” means discussions between the parties
2. OBLIGATIONS & UNDERTAKINGS
The Receiving Party hereby acknowledges, agrees and undertakes that, they have read and understand and agree to this Confidentiality Agreement and any release of any Confidential Information by the other party (the “Disclosing Party”), is bound by this agreement
2.1.1 it will ensure that the Confidential Information or any part thereof is used solely for the purpose or purposes of evaluating, negotiating and advising on and performing the Purpose and for no other purpose whatsoever;
2.1.2 it will not use the Confidential Information at any time in any way that is detrimental to the image, reputation or goodwill of the Disclosing Party or its holding or subsidiary companies;
2.1.3 it will keep strictly confidential and not disclose to any person, other than as permitted under clause
2.1.4 below the Confidential Information and its interest in, and discussions and negotiations with the Disclosing Party and/or its holding or subsidiary companies in connection with the Purpose;
2.1.4 it will not at any time, without the prior written consent of the Disclosing Party, disclose any Confidential Information to any person other than those of its directors, officers, employees and those of its professional advisers who need to know the Confidential Information for the purpose of evaluating, negotiating or advising on the Purpose;
2.1.5 it will procure that each person to whom disclosure of any Confidential Information is made as permitted under clause 2.1.4 above is made aware in advance of disclosure of the terms, conditions, obligations and undertakings contained in this Agreement and the Receiving Party will procure that each such person adheres to the aforementioned as if he/she was a party to this Agreement;
2.1.6 it will not copy, reproduce or transcribe the Confidential Information except for the purposes expressly contemplated by this Agreement or as otherwise expressly permitted in writing in advance by the Disclosing Party;
2.1.7 where possible, it will keep the Confidential Information separate from the other information held by the Receiving Party;
2.1.8 it will take all necessary steps to ensure that the Confidential Information including any copies thereof or any part thereof and any papers or electronic media containing extracts of the Confidential Information is at all times preserved, protected and kept secure and that it will safeguard the Confidential Information with the same degree of care as it applies in connection with its own proprietary and confidential information and materials;
2.1.9 it will not at any time without the prior written consent of the Disclosing Party publish or permit to be published in whole or in part and either alone or in conjunction with any other person any information, article, photograph, illustration, Press statement, other publicity or any other material of whatever kind relating to the Purpose, the Disclosing Party (including, without limitation its holding and subsidiary companies) or the Confidential Information;
2.1.10 at any time on the request of the Disclosing Party, and in any event without request on expiry or termination (for whatever reason) of this Agreement or on the Receiving Party ceasing to be interested in the Purpose, it will either (at the sole and absolute discretion of the Disclosing Party as communicated in writing to the Receiving Party): (a) return all documents and product material containing all or extracts of the Confidential Information to the Disclosing Party without keeping any copies (save as expressly required by applicable statute or regulation) and will certify to the Disclosing Party in writing that all such Confidential Information has been delivered; or (b) destroy all documents and product material containing all or extracts of the Confidential Information without keeping any copies (save as required by applicable statute or regulation) and will certify to the Disclosing Party in writing that all such Confidential Information has been destroyed;
2.1.11 in the event that the Confidential Information contains any personal data (as defined in section 1(1) of the Data Protection Act 1998 (“DPA”), the Receiving Party undertakes to observe and comply with (and to ensure that their officers, employees, contractors and/or agents comply with) the DPA (as amended from time to time) and any replacement of the DPA or enhancing legislation of the DPA and provide evidence of this undertaking in writing to the Disclosing Party if requested.
3. GENERAL PROVISIONS Both parties hereby acknowledge and agree that:
no rights of any nature including, without limitation, any intellectual property rights, are granted to the Receiving Party in respect of the Confidential Information except as expressly set out in this Agreement;
3.2 the Confidential Information and all rights of any nature including, without limitation, any intellectual property rights, remain at all times the property of the Disclosing Party;
2. the Disclosing Party reserves the right, without advance notice, immediately to terminate negotiations at any time on written notice to the Receiving Party;
3.4 the disclosure and supply of any Confidential Information by the Disclosing Party shall not constitute or imply any promise or intention or commitment by the Disclosing Party or its holding or subsidiary companies to negotiate, commit to or enter into any contract with the Receiving Party;
3.5 the Disclosing Party does not hereby give any warranty and does not accept any liability whatsoever in connection with the accuracy of the Confidential Information or as to its fitness for any particular purpose;
3.6 the obligations and undertakings of the Receiving Party under this Agreement shall continue for a period of 10 years, and were patents and patents pending or used this agreement is continuous and in particular that they shall survive any permitted assignment or termination of this Agreement (for whatever reason);
3.7 any breach or threatened breach of any of the obligations or undertakings of the Receiving Party hereunder may cause irreparable injury or financial damage to the Disclosing Party and/or its holding or subsidiary companies or customers. Therefore, the Receiving Party acknowledges and agrees that remedies at law may be inadequate to protect against a breach or threatened breach of this Agreement and the Receiving Party hereby agrees in advance, in the event of any such breach or threatened breach on its part or that of any of its employees, agents, subcontractors or permitted discloses, the Disclosing Party may seek injunctive relief, specific performance or other equitable relief without prejudice to any other rights or remedies which may be available to the Disclosing Party and without proof of special damage;
3.8 the provisions of this Agreement shall be severable in the event that any of its provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and that the remaining provisions shall remain enforceable to the fullest extent permitted by law.
4. NON-ASSIGNMENT The Receiving Party may not assign, delegate, sub-license, sub-contract, sell advertise any product or otherwise transfer any or all of its rights arising out of this Agreement without the prior written consent of the other Disclosing Party.
5. HEADINGS The Receiving Party may not assign, delegate, sub-license, sub-contract, sell advertise any product or otherwise transfer any or all of its rights arising out of this Agreement without the prior written consent of the other Disclosing Party.
6. ENTIRE AGREEMENT This Agreement sets out the entire agreement and understanding of the parties and supersedes all proposals and prior agreements, arrangements and understandings between the parties relating to its subject matter.
7. APPROACHES TO THE OTHER PARTY The Receiving Party agrees that it will not, without the written consent of the Disclosing Party solicit or endeavour to entice away any employee of the Disclosing Party of whom it has acquired knowledge by virtue of the delivery of information pursuant to this agreement save by the means of abona fide recruitment advertisement or the recruitment of such a person through an employment agency without prior knowledge.
8. VARIATION No variation of this Agreement shall be effective unless it is in writing and is signed by the Disclosing Party.
9. ENGLISH LAW The interpretation, construction and effect of this Agreement shall be governed and construed in all respects with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.