Commercial Management NDA
CONFIDENTIALITY AGREEMENT
This agreement is made on the XX day of XXXXXXXXX 2006 between The Information Centre for health and social care (hereafter referred to as “The IC”) whose principal office is at 1 Trevellyan Square, Leeds
and XXXXXXXXXXXXXXXXXX (hereafter referred to as “XXXXXXXX”) whose principal office is at XXXXXXX, XXXXXXXX, XXXXXXX, XXXXXXXX, XXX XXX.
A.
WHEREAS discussions are due to take place between the parties with a view to developing mutually beneficial business opportunities. The discussions may involve reference to the business and proprietary materials of XXXXXXXX; WHEREAS the parties hereto wish to disclose confidential information (as hereinafter defined) one to the other; AND WHEREAS the parties wish to regulate how confidential information is to be treated while in the possession or control of the receiving party (as hereinafter defined) so as to protect the proper interests of the disclosing party (as hereinafter defined).
B.
C.
NOW THEREFORE it is agreed as follows: 1. The following words and phrases shall have the following meanings unless the context otherwise requires: a) “Confidential information” shall mean any confidential or commercial-in-confidence information, which the disclosing party identifies as such, either orally or in writing at the time of disclosure, or by written notice given within ten working days of the disclosure and identifying the date, circumstances and nature of the disclosure. Disclosure of confidential information may be made orally or in material form such as (by way of
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example without limitation) written documents, drawings, software or other electronic media. b) “Disclosing party” shall mean the party hereto that imparts the confidential information to the other and shall include any proprietor, associate or subsidiary of the signatory whose information is so disclosed. “Receiving party” means the party hereto to which confidential information is imparted by the other and shall include any proprietor, associate or subsidiary of the signatory whose information is so received. “Proper use” shall mean use of confidential information wholly necessarily and exclusively for the purpose set out in the Recitals hereto.
c)
d)
2.
In consideration of the transmission of confidential information between the parties, each party in respect of confidential information for which it is the receiving party shall:a) b) c) hold such confidential information in strict confidence; and use such confidential information only for the Proper Use; and not copy or reproduce or permit the copying or reproduction of any of the confidential information other than for its own use.
3.
Without prejudice to the generality of Clause 2, the receiving party shall exercise no less a degree of care in protecting the confidentiality of confidential information as that which it uses to protect its own information of like sensitivity and importance. Notwithstanding any lesser degree of protection that may otherwise be permissible hereunder, where any confidential information is the subject of any national or governmental security regulations the receiving party shall, and hereby undertakes to, take such measures as may be required by such regulations to protect such confidential information. Without prejudice to any obligations imposed on and assumed by the receiving party under any national or governmental security regulations the obligations of confidentiality herein shall not apply to any confidential information which the receiving party can show (and it shall be for the receiving party to show):
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4.
5.
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Commercial Management NDA
a)
was in the possession of the receiving party before such confidential information was imparted by the disclosing party; or is independently developed by any servant agent or employee of the receiving party without access to or use of knowledge of the confidential information imparted by the disclosing party; or is in or subsequently comes into the public domain other than by breach by the receiving party of its obligations hereunder or any other agreement on confidentiality between the parties or any of their affiliates; or is received by the receiving party without restriction on disclosure or use from a third party which the receiving party reasonably believes is free to make such disclosure on such terms; or has been held by the receiving party for more than five years, or such longer period as the disclosing party may at the time of disclosure to the receiving party have made known that it requires.
b)
c)
d)
e)
If any portion of the confidential information falls within any one of the above exceptions, the remainder shall continue to be subject to the restrictions of this agreement. 6. Unless otherwise authorised in writing by the disclosing party, the receiving party of tangible products or materials constituting confidential information agrees not to use the products or materials other than as advised by the disclosing party. The receiving party also agrees not to de-compile or reverse-engineer the products or materials or to use the results of any analysis of the confidential information for their own gain or purpose, during the course of and following the termination of this agreement. Any confidential information imparted hereunder shall remain the property of the disclosing party and must be applied for the Proper Use only. No licence is granted to the receiving party hereunder, and no licence shall be deemed to have arisen or be implied to any confidential information or under any inventions or patents now or hereafter owned or controlled by either party. Neither party has an obligation under this agreement to purchase any service or product from the other party.
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7.
8.
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9.
Unless terminated earlier by the express written approval of both parties, this agreement shall terminate five (5) years from the date hereof. Following such termination, each party shall return all confidential information to the disclosing party or (at the disclosing party’s option) destroy all such confidential information and provide to the disclosing party a certificate of such destruction signed by an authorised officer (director level or equivalent) of the receiving party. During the term of this confidentiality agreement and for a period of twelve (12) months after its termination, neither party to the agreement, directly or through an agent or other third party, shall solicit for employment or give employment to any employee of the other party. For the avoidance of doubt, if one party is approached, directly or through a third party, by an employee of the other seeking employment, or for any other reason whatsoever wishes to consider offering employment to such an employee, that party shall obtain the prior written consent of the other before entering into discussion with the employee. Confidential information, as well as any notices required to be given hereunder, shall be transmitted between the parties addressed as follows:
10.
11.
(if to the IC) 1 Trevellyan Square Leeds For the attention of Head of Commercial Management. (if to XXXXXXXX) XXXXXXXXX, XXXXXXXX, XXXXXXX, XXXXXXX, XXX XXX For the attention of XXXXXX XXXXXXX. Any notice required to be given pursuant to this agreement shall be in writing and shall be sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post, or by fax confirmed by first class post, to the other party at the above addresses, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two business days after posting.
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12.
This agreement shall be construed and enforced in accordance with English law. Neither party shall assign, nor in any manner transfer, its interests or any part thereof in this agreement to others. The foregoing clauses comprise the entire agreement between the parties and supersede any prior oral or written agreements, and commitments, understandings, or communications with respect to the subject matter of this agreement. In the event that any term or clause or part thereof contained within this agreement shall be found to be fraudulent, invalid, unlawful or unenforceable, such term or clause shall be severed from the remaining terms, which shall continue to be valid and enforceable to the fullest extent allowed by law. This agreement shall not be amended unless agreed to in writing by duly authorised representatives of the parties.
13.
14.
15.
16.
For and on behalf of: The IC
For and on behalf of: XXXXXXXX
Signature:____________________ Name:_______________________ Title:_________________________ Date:________________________
Signature:____________________ Name:_______________________ Title:_________________________ Date:_________________________
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