STANDARD CONFIDENTIALITY AGREEMENT

INTERPRETATION

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In these Terms and Conditions (“Agreement”), “we”, “us”, “our”, and “Receiver” mean Intagraf, and “you”, “your”, “yourself”, and “Discloser” mean the individual or legal entity submitting or disclosing personal and/or project information to us in any form.

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DEFINITIONS

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1. Receiver means Intagraf of One Embankment, 1 Neville Street, Leeds, LS1 4DW.

2. Discloser means you, being the individual or legal entity who submits or discloses information to us in any format, including but not limited to written, verbal, digital, or electronic means.

3. Confidential Information means all information disclosed by you to us, whether orally, visually, electronically or in writing, including but not limited to Including technical and business information relating to your proprietary ideas, patent / patents, designs, copyrights and/or trade secrets, existing and/or contemplated products, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing and current or future business plans and models / prototypes, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure. Whether or not such information is expressly marked or identified as confidential.

 

Confidential Information also includes any information which is :

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• Marked or identified as confidential at the time of disclosure.

• Reasonably understood to be confidential by its nature or context.

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CONFIDENTIALITY OBLIGATIONS

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In consideration of the disclosure of Confidential Information, we agree :

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• To use the Confidential Information solely for the purpose of evaluating a potential business relationship or providing services to you.

• To keep the Confidential Information strictly confidential and to apply no less than reasonable care in protecting it.

• To restrict disclosure to our employees, officers, partners, consultants or professional advisers strictly on a need-to-know basis.

• To ensure that any such persons are bound by confidentiality obligations no less stringent than those contained in this Agreement.

• Not to disclose Confidential Information to any third party without your prior written consent, unless such third party is bound by a written confidentiality agreement.​

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STANDARD OF CARE

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We shall protect the Confidential Information using at least the same degree of care as we use to protect our own confidential information and in any event no less than reasonable care.

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EXCLUSIONS

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The obligations of confidentiality shall not apply to any information which we can demonstrate:

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• Was lawfully in our possession prior to disclosure.

• Is or becomes publicly available other than through breach of this Agreement.

• Is received from a third party without breach of any obligation of confidentiality.

• Is independently developed by us without reference to the Confidential Information.

 

PERMITTED DISCLOSURE

 

We may disclose Confidential Information where required to do so by law, regulation or court order, provided that (where legally permitted) we give you prompt written notice of such requirement.

 

CONFIDENTIALITY TERM

 

The obligations of confidentiality under this Agreement shall commence on the date of disclosure and shall continue for a period of five (5) years from the date of last disclosure, except in respect of trade secrets, which shall remain confidential for so long as they remain trade secrets under applicable law.

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NO PARTNERSHIP OR AGENCY

 

Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency or fiduciary relationship between the parties. Neither party shall have authority to act on behalf of or bind the other in any way.

 

NO LICENCE OR TRANSFER OF RIGHTS

 

• Nothing in this Agreement shall grant or be deemed to grant any licence, assignment, or other rights in or to any intellectual property belonging to you.

• All intellectual property rights shall remain your sole and exclusive property.

 

NO OBLIGATION TO PROCEED

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Nothing in this Agreement obliges either party to enter into any further agreement, business relationship or transaction.

 

NO RELIANCE AND LIMITATION OF LIABILITY

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• All Confidential Information is provided “as is” without any representation or warranty as to accuracy or completeness.

• Neither party shall be liable for any loss, damage, costs or expenses arising from reliance on such information.

• To the fullest extent permitted by law, we shall not be liable for any indirect, consequential or economic loss.

 

INDEMNITY

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You agree to indemnify and hold us harmless against any claims, losses or liabilities arising from :

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• Your breach of this Agreement or

• Any allegation that the disclosed information infringes the rights of a third party.

 

THIRD PARTY RIGHTS

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A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

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SEVERANCE

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If any provision of this Agreement is held to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

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ENTIRE AGREEMENT

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This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, agreements or understandings. No variation shall be effective unless made in writing and signed by both parties.

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GOVERNING LAW AND JURISDICTION

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This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.