Techna International Limited, a company registered in England under number 577868
whose registered address is at Number 1 Metro Centre, Dwight Road, Watford, Hertfordshire, WD18 9HG (" Discloser"); and (" Recipient"); Address
Agreement"). For the purposes of this Agreement, the term " Party" shall be used to refer to either Discloser on the one hand or Recipient on the other hand. Whereas:
For the purpose of Recipient working as an agency worker at Discloser’s site
(the " Purpose"), Discloser wishes to disclose or make available its Confidential Information to Recipient. The Parties wish to regulate how Confidential Information of Discloser is treated by
It is agreed as follows:
In this Agreement, "
Confidential Information" means all confidential and proprietary information relating to the business of Discloser directly or indirectly obtained by or on behalf of Recipient (whether before, on or after the date of this. Agreement and in whatever form or on whatever media or by way of demonstrations or observation or discovered in any manner), including without limitation any know-how, trade secrets, trade names, systems, methodologies, processes, business ideas, concepts, strategies, price lists, databases, drawings, diagrams, designs, samples, models, plans, data, reports, research, developments, documents, materials, functionality, specifications, plant details, factory details (including without limitation their location), intellectual property, customer details, supplier details, employee details and other technical, financial or commercial information, together with all notes, records, extracts, copies, reproductions or analysis of any such information; and which information is designated as confidential or which a reasonable person would consider to be confidential; but where in any event Discloser's intellectual property rights shall form part of its "Confidential Information". Recipient undertakes to Discloser that it shall:
2.1 use such Confidential Information strictly for the Purpose only; and 2.2 permit access to such Confidential Information only to such of its directors, officers or employees as need such access for the Purpose; and 2.3 not disclose or provide access to such Confidential Information to any other person without Discloser’s express prior written consent. If the Parties complete the Purpose and then enter into a further relationship under which Recipient is permitted to continue to use, possess or disclose Discloser’s
Confidential Information, Recipient's use, possession or disclosure of Discloser’s Confidential Information shall be governed by any agreement relating to that subsequent relationship. The obligations of confidentiality in this Agreement shall not apply to any such part of Discloser’s Confidential Information that Recipient can show to Discloser’s satisfaction promptly upon discovery:
4.1 was independently developed or discovered by Recipient who have not had access to Discloser’s Confidential Information and before obtaining it from or on behalf of Discloser; or 4.2 was or becomes legitimately in the public domain other than by act or default of Recipient or of anyone to whom Recipient disclosed Discloser’s Confidential Information; or 4.3 was rightfully received by Recipient without restriction on disclosure or use from a third party who had no duty of confidentiality to Discloser in respect of it.
Recipient may disclose Discloser’s Confidential Information to the extent required by law, court order or a governmental agency but in those circumstances Recipient shall give Discloser as much notice thereof as practicable and first consult with and shall co-operate fully with Discloser.
Except with the prior written consent of Discloser or to the extent required pursuant to clause 5, Recipient shall not disclose, or make any announcement of any kind in respect of, the subject matter of this Agreement or the fact that the Parties are in discussions or a relationship with each other. Where each Party does mention that it is in a relationship with the other Party, it shall be in a form approved in advance by that other Party.
Neither Party shall make any statement about the other Party or the other Party’s actual or proposed products or services except as is provided by the other Party or approved in writing by the other Party.
Recipient shall at all times:
8.1 only reproduce Discloser’s Confidential Information to the extent strictly necessary for the Purpose or for any other purpose authorised by Discloser in writing; 8.2 ensure that Discloser’s Confidential Information in Recipient’s possession bears Discloser’s proprietary notices, which Recipient shall not remove or obscure; 8.3 ensure that no unauthorised person discovers any of Discloser’s Confidential Information as a result of its acts or omissions; 8.4 adopt, retain and follow Discloser's procedures and security measures to protect Discloser’s Confidential Information from inadvertent disclosure or release to unauthorised persons (including without limitation having and maintaining password and secure access protection); 8.5 hold Discloser’s Confidential Information in strict confidence and in any event with no less standard of confidentiality than that which he applies to its own confidential information; 8.6 keep separate Discloser’s Confidential Information, all information generated based on it and all media on which Discloser’s Confidential Information is recorded, from all other documents and records in the possession or under the control of Recipient; 8.7 ensure that each person to whom Recipient discloses Discloser’s Confidential Information has first agreed to keep Discloser’s Confidential Information strictly confidential (or is otherwise under a professional obligation to keep it strictly confidential) on terms no less strict than under this Agreement and Recipient shall enforce such obligations; and 8.8 inform Discloser upon becoming aware of any improper or wrongful or unauthorised use of Discloser’s Confidential Information or Discloser’s intellectual property rights, and Recipient shall co-operate with Discloser in every reasonable way to help Discloser regain possession of Discloser’s Confidential Information and prevent its further use. As between the Parties, unless otherwise agreed in writing between the Parties, all intellectual property rights and other rights of any nature in relation to any of Discloser’s Confidential Information remain vested in Discloser. No licence is granted to Recipient hereunder other than a non-exclusive licence to use Discloser’s Confidential Information strictly for the Purpose subject to the restrictions set out in this Agreement.
Recipient shall not use or access, or attempt to use or access, any of Discloser’s Confidential Information except for such part of Discloser’s Confidential Information to the extent necessary for the Purpose.
Upon request from Discloser, Recipient shall:
11.1 cease all rights to use Discloser’s Confidential Information; and 11.2 delete all such Confidential Information from any computer disks, tapes or other material in its possession or under its control or deliver up or destroy all materials and tangible items in its possession or under its control which are derived from, contain or reflect, any such Confidential Information or which belong to Discloser; and 11.3 certify in writing to Discloser that it no longer has any such Confidential Information in its possession or under its control. Notwithstanding completion or termination of the Purpose, the obligations of
confidentiality shall remain on Recipient for as long as it possesses or is aware of any of Discloser’s Confidential Information. Recipient agrees that any breach of this Agreement may not be adequately compensated by money damages alone and therefore Discloser shall be entitled without proof of special damage, in addition to any other right or remedy available to it (including, but not limited to, an action for damages), to the remedies of injunction, specific performance and other equitable relief for any actual, threatened or potential breach. Recipient agrees to pay the costs incurred by Discloser in any action against Recipient in which Discloser substantially prevails.
No warranty is given and no liability is accepted by Discloser hereunder as to the accuracy or completeness of Discloser’s Confidential Information or its fitness for any purpose or of the rights of any nature in Discloser’s Confidential Information.
This Agreement sets out the entire agreement between the Parties in connection with the subject matter of this Agreement and neither Party has entered in to this Agreement in reliance upon any representation, warranty or undertaking of the other which is not set out expressly in this Agreement. Nothing excludes or limits the liability of either Party for fraud.
This Agreement shall not be amended or waived unless agreed to in writing by duly authorised representatives of the Parties hereto. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion.
If any provision of this Agreement shall be found by any court or competent body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the Parties.
A person who is not a Party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement shall be deemed to have been made in England and its construction, validity and performance shall be governed by English law. Each Party hereby submits to the non-exclusive jurisdiction of the English courts. Nothing in this clause 20 shall limit the right of Discloser to take proceedings in any other court of competent jurisdiction.
Signed for and on behalf of Discloser
Signed for and on behalf of Recipient