Confidential information may be disclosed when discussing business proposals with clients, using employees to carry out work, engaging third party contractors and communicating business information to suppliers. This disclosure may take place face-to-face, over the telephone, by fax, by email or over the internet.
One way of maintaining the secrecy of information is by imposing specific confidentiality obligations on its intended recipients. In engaging with Mirata your confidentiality obligations are set out below.
As part of any Project, Service or Activity we will each provide to the other access to certain confidential technical and commercial information concerning our business, systems, software and services ("the Confidential Information") and in consideration of either of us ("the Discloser") providing to the other ("the Recipient") such Confidential Information the Recipient hereby undertake to the Discloser to accept and comply with the following terms and conditions:
1.1. The Recipient will maintain the Confidential Information in the strictest confidence and will not divulge any of the Confidential Information to any third party without the Discloser's prior written permission.
1.2. The Recipient will not make use of the Confidential Information other than for the purpose of evaluating and facilitating the proposed Project ("the Purpose").
1.3. The Recipient will not make use of any of the Confidential Information in connection with any similar project undertaken by it or on its behalf.
1.4. The Recipient will restrict access to the Confidential Information only to such of its employees as need to have access to the same for the Purpose and will procure that any employees to whom the Confidential Information is disclosed will keep the same confidential and use it solely for the Purpose.
1.5. The Recipient acknowledges the Discloser's proprietary rights in the Confidential Information and that the disclosure of the Confidential Information shall not be deemed to confer upon the Recipient any rights whatsoever in respect of any part thereof.
1.6. The Recipient will take only such copies of any document or other material (in whatsoever medium) embodying any of the Confidential Information as are reasonably necessary for the Purpose and shall forthwith on request at any time return (and procure the return by any third party to whom disclosure of any of the Confidential Information has been made as permitted by this Agreement) to the Discloser or as the Discloser may direct all or any of the documents or other material containing or embodying the Confidential Information together with all copies thereof and extracts therefrom taken by the Recipient.
1.7. The Recipient will confirm to the Discloser in writing at any time on request that the Recipient has complied with the provisions hereof and if so requested shall provide a statutory declaration to the effect that no Confidential Information (in whatever medium) has been used or disclosed to any third party by the Recipient in breach of the terms of this agreement.
2. You further acknowledge and confirm as follows:
2.1. Neither the Discloser, nor its employees, nor any of the Discloser's advisers nor any of the Discloser's agents, officers or employees accept responsibility or liability for or make any representation, statement or expression of opinion or warranty, express or implied, with respect to the accuracy or completeness of the Confidential Information or any oral communication in connection therewith unless and save to the extent that such representation, statement or expression of opinion or warranty is expressly incorporated into any written agreement subsequently entered into between us in connection with the Project.
2.2. The provisions of this agreement shall continue in effect notwithstanding any decision by either of us not to proceed with the Project but shall cease only in accordance with the terms of this agreement.
2.3. The Recipient acknowledges that:
2.3.1. the Confidential Information is highly confidential and commercially sensitive;
2.3.2. disclosure may cause irreparable damage to the Discloser and its business;
2.3.3. any use or outside knowledge of the Confidential Information may be highly damaging to the Discloser's business and interests; and
2.3.4. damages alone would not be an adequate remedy for any breach by the Recipient of the provisions of this agreement and, accordingly, without prejudice to any and all other rights or remedies that the Discloser might have, the Discloser shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement.
3. We both agree that the obligations of confidentiality and non-use imposed pursuant to this agreement shall apply for an indefinite period from the date hereof.
4. Nothing in this agreement shall be construed to grant to the Recipient any licence or rights in respect of the Confidential Information or in connection with the Project.
5. The Recipient accepts full liability for and will indemnify and keep the Discloser fully indemnified against all and any loss whatsoever and howsoever arising from any disclosure or unauthorised use of the Confidential Information by the Recipient or its employees, advisers, agents or representatives or any associated company.
6. The restrictions on use or disclosure of the Confidential Information will not apply to:
6.1 any information which is generally available to the public (provided this has not happened because of a breach of this Agreement or any other duty of confidentiality);
6.2 any information received by the Recipient from third parties who are not subject to any confidentiality obligations in respect thereof;
6.3 any information which is required by law to be disclosed pursuant to an Order of a Court or equivalent authority.
7. The foregoing constitutes the entire Agreement between us with respect to the Confidential Information and supersedes and cancels any prior representation, understanding and commitment (whether oral or written) between us with respect to our Confidential Information. The terms of this Agreement can only be changed by a written document, agreed upon by both of us and signed by duly authorised persons.
8. If at any time any provision of this agreement is found to be illegal, unenforceable or invalid in whole or in part then the remaining portions of such provisions and other provisions of this Agreement continues to be binding and in full force and effect.
9. The provisions hereof shall be governed and construed by English law, and by your acceptance hereof you agree to submit to the exclusive jurisdiction of the English Courts.
By engaging in any Project, Service or Activity with Mirata you indicate your acceptance of this agreement.
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