1.1This agreement is made between and (each a “Party” and together the “Parties”). Each Party’s company number, if it has one, is written in by hand at the signatures.
1.2The Parties are about to discuss (the “Purpose”), and each may give the other confidential information. This agreement binds both Parties in the same way, whichever of them gives or receives it.
2.1“Confidential Information” means any information, in any form — spoken, written, electronic or otherwise — that one Party (the “Discloser”), or anyone on its behalf, gives the other (the “Recipient”) in connection with the Purpose, and that is marked as confidential or that a reasonable person would understand to be confidential.
2.2It includes information given in connection with the Purpose before this agreement was signed, and the fact and subject of the Parties’ discussions.
3.1Clause 4 does not apply to information that the Recipient can show (a) is or becomes public other than through a breach of this agreement, (b) was already known to it, free of any duty of confidence, before the Discloser gave it, (c) reached it lawfully from someone else who was free to give it, or (d) was developed by it independently, without using the Discloser’s information.
4.1The Recipient shall keep the Discloser’s Confidential Information confidential, shall use it only for the Purpose, and shall not disclose it to anyone except as clauses 4.2, 5 and 6 allow.
4.2The Recipient may give Confidential Information to its directors, employees, contractors and professional advisers who need it for the Purpose and are bound to keep it confidential on terms no less strict than these. It is responsible for any breach by them as if it were its own.
4.3The Recipient shall protect Confidential Information with at least reasonable care, and shall tell the Discloser promptly in writing if it learns of any disclosure or use in breach of this agreement.
5.1If the Recipient is required by law, by a court or by a regulator to disclose Confidential Information, it may do so. Where the law allows, it shall tell the Discloser first, and it shall disclose no more than it is required to.
6.1Nothing in this agreement prevents or restricts anyone from (a) reporting a suspected offence to the police or another law enforcement agency, or co-operating with a criminal investigation or prosecution; (b) reporting misconduct to a regulator or another body that supervises the matter, or co-operating with one; (c) making a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996; (d) making a disclosure that, under section 17 of the Victims and Prisoners Act 2024, an agreement cannot preclude; (e) making a disclosure required by law; (f) telling a lawyer, tax adviser, doctor or counsellor, in confidence, about this agreement or the circumstances around it; or (g) making any other disclosure that the law does not allow an agreement to prevent.
7.1This agreement covers Confidential Information given in the after the date on which the last of the Parties signs it (the “Disclosure Period”), and information given before it was signed (clause 2.2).
7.2The duties in clause 4 continue for after the Disclosure Period ends. Their end does not affect any right or remedy for an earlier breach.
7.3For information that is a trade secret within the meaning of regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018, the duties in clause 4 continue for as long as it remains a trade secret. The end of a period in this clause is not consent to any use or disclosure of that information.
8.1When the Discloser asks in writing, the Recipient shall promptly return or destroy the Discloser’s Confidential Information, including copies and notes, and confirm in writing that it has done so.
8.2The Recipient may keep what the law or a regulator requires it to keep, and automatic back-ups that cannot reasonably be deleted; clause 4 still applies to them.
9.1Each Party keeps all its rights in its Confidential Information. This agreement grants no licence to it, or to any patent, trade mark, copyright or other intellectual property.
9.2Neither Party is obliged to disclose any particular information or to enter into any further agreement, and either may end the discussions at any time.
9.3Unless the Parties agree otherwise in writing, the Discloser makes no promise that its Confidential Information is accurate or complete.
9.4Nothing in this agreement stops either Party from competing with the other, as long as it does not use or disclose the other’s Confidential Information.
10.1Each Party accepts that damages alone may not be an adequate remedy for a breach of this agreement, and that the other Party may ask a court for an injunction to stop or prevent one. This agreement does not limit any right or remedy under the Trade Secrets (Enforcement, etc.) Regulations 2018 or otherwise by law.
10.2For a breach of this agreement the Parties have agreed: .