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Confidentiality Notice

Please note that access to this site is granted under the terms of the Mouchel Confidentiality Agreement. The information provided must not be shared or transmitted without the prior consent of Mouchel.

Confidentiality Agreement

WHEREAS the Parties will disclose certain Confidential Information to each other whereby the subject and purpose of said disclosure relates to the Parties’ desire to explore the development of new technologies or support third party new technology companies (the “Subject”)

WHEREAS the Parties desire to preserve the confidential nature of their respective information and to provide for the procedure whereby such Confidential Information will be protected from unauthorised use and disclosure;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained therein, the Parties hereto mutually agree as follows:

1. In this Agreement the party disclosing the Confidential Information will be referred to as the “Disclosing Party” and the party receiving the Confidential Information will be referred to as the “Receiving Party”.

2. As used herein, “Confidential Information” shall mean, but is not limited to, any information and data of a confidential nature that is not generally available to others, including but not limited to, proprietary technical, marketing, financial, operating, performance, cost, know-how, business, and process information; computer programming techniques; and all record-bearing media containing or disclosing such information and data [insert further information where necessary] that are disclosed by the Disclosing Party to the Receiving Party orally, visually or in writing and that relate to the above Subject. Such Confidential Information shall be clearly and appropriately identified as confidential when disclosed. Where Confidential Information is disclosed orally or visually it shall be identified as such and reduced to writing and clearly marked as confidential and a copy given to the Receiving Party within 14 days of its disclosure.

3. The Receiving Party understands that the Confidential Information is regarded by the Disclosing Party as valuable and in consideration thereof and of the Disclosing Party undertaking to disclose the Confidential Information, the Receiving Party AGREES AS FOLLOWS:
3.1 To use the Confidential Information only for the above Subject and to not reproduce or disclose the Confidential Information to any third party save to the Receiving Party’s insurers and professional advisers provided that they shall be notified of and requested by the Receiving Party to comply with the confidentiality provisions of this Agreement.
3.2 To disclose the Confidential Information only to persons who are employees of the Receiving Party or of its parents and affiliated companies, who have a need to know the Confidential Information and then only after such persons have agreed to be individually bound by the terms of this Agreement by signing a copy of the same;
3.3 That all Confidential Information in tangible form or in the form of record bearing media shall be returned to the Disclosing Party immediately upon its request or following termination of this Agreement, together with all copies thereof unless otherwise agreed by the Disclosing Party.
3.4 All Confidential Information and all copies thereof shall remain at all times the sole property of the Disclosing Party.

4. The obligation with respect to the reproduction, disclosure, and use of Confidential Information, as set forth in this Agreement, is not applicable to information that, according to tangible evidence:
4.1 Becomes legitimately available to the Receiving Party from a source other than the Disclosing Party, who has no obligation of confidentiality or secrecy with respect to the Confidential Information;
4.2 Is within, or later falls within, the public domain through no breach of this Agreement by the Receiving Party.
4.3 Is developed independently by the Receiving Party;
4.4 Is disclosed pursuant to an order of any court of competent jurisdiction or is required by any law or regulation having the force of law.

5. Subject to clause 4, the Receiving Party shall maintain the Confidential Information in accordance with the terms of this Agreement for a period of 2 years.

6. The standard of care for protection of the Confidential Information which shall be imposed on the Receiving Party will be that degree of care that the Receiving Party uses to prevent disclosure or publication of its own Confidential Information of like quality, but is not, in any event, any less than reasonable care.

7. Either party may terminate this Agreement on 30 days notice in writing to the other party. Notwithstanding such termination, the rights and obligations of both parties under this Agreement shall survive and remain as specified herein.

8. Neither the Confidential Information nor the act of disclosure thereof shall constitute a grant of any licence under any trademark, patent, or copyright or application for same, nor shall they constitute any representation, warranty, assurance, guarantee, or inducement by either party to the other with respect to the infringement of any trade mark, patent, copyright, or any right of privacy or any right of third persons.

9. This Agreement provides only for the handling and protecting of Confidential Information and shall not be construed to create a joint venture, association, partnership, or other formal business organisation or agency arrangement.

10. This Agreement shall be governed by and construed in accordance with laws of England and Wales and any dispute shall be subject to the exclusive jurisdiction of the English courts.

11. This Agreement constitutes and expresses the entire Agreement and understanding between the parties hereto in reference to all matters herein referred to; all previous discussions, promises, representations, and understandings relative thereto, if any, between the Parties being herein merged. This Agreement may be amended only by an instrument in writing signed by an authorised representative from each party.

12. This Agreement and the information transmitted hereunder shall not be construed as:
i) creating any obligation on either Party to furnish Confidential Information to the other or enter into any future contractual relationship of any kind; or
ii) constituting a representation, warranty, assurance guarantee, or inducement by either Party with respect to the content or accuracy of the information transmitted.