Confidentiality agreement

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Confidentiality agreement

The undersigned, executive director of [Company], agree to keep confidential all information obtained in the course of performing the activities ordered by [Discloser], and not to disclose the same to any third party. the undersigned makes this statement as the executive director of [Company].


DEFINITION OF CONFIDENTIAL INFORMATION
Confidential information shall include, without limitation, the following
all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives after the date of this agreement including but not limited to:
the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;
the existence and terms of this agreement;
any information that would be regarded as confidential by a reasonable business person relating to:
the business, affairs, customers, {Party A}s, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group; and
the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group;
any information or analysis derived from Confidential Information; and
any information detailed in Schedule NUMBER;
but not including any information that:
is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or
was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; or
was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or
the parties agree in writing is not confidential or may be disclosed; or
is developed by or for the Recipient independently of the information disclosed by the Disclosing Party; or
is trivial, obvious or useless.



OBLIGATIONS OF CONFIDENTIALITY
not use or exploit the Confidential Information in any way except for the Purpose;
not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement;
not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
keep separate the Confidential Information from all documents and other records of the Recipient;
apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use;
keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information; and
ensure that any document or other records containing Confidential Information shall be kept at its premises at PREMISES and shall not remove or allow to be removed such document or records from its premises.
it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this agreement; and
it keeps a written record of these Representatives,
and it shall at all times be liable for the failure of any Representative to comply with the terms of this agreement.
The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible.
The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.



RETURN OF MATERIALS CONTAINING CONFIDENTIAL INFORMATION
destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this agreement. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient. At the request of the Disclosing Party, the Recipient shall: If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.


RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT
All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this agreement. 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. The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service to which the Confidential Information relates.