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Sciony mutual non-disclosure agreement

Subject

Sciony post identifier #

Parties

Signature pending

Background

The parties wish to be connected with each other in order to discuss in more detail a post referenced under SUBJECT which has been placed by one party on the Sciony website www.sciony.com
Accordingly, the parties intend to enter into discussions relating to the Purpose which will involve the exchange of Confidential Information between them.
The parties have agreed to comply with this agreement in connection with the disclosure and use of Confidential Information.

Agreed terms

INTERPRETATION

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: has the meaning given in clause 2.
Discloser: a party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.
Business Day:a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Group: in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
Group Company: in relation to a company, any member of its Group.
Holding Company:has the meaning given in clause 1.2.2.
Intellactual Property Rights: all patents, copyright and related rights, trade marks, business names, rights in get up and goodwill, the right to use for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how) and all other intellectual property rights, registered or unregistered, which subsist now or in the future in any part of the world.
Purpose: to facilitate detailed commercial discussions in relation to a post placed by one party on the Sciony website at www.sciony.com, with a view to entering into future business relations together
Recipient: a party to this agreement when it receives Confidential Information, directly or indirectly, from the other party.
Representative(s): in relation to each party and any member of its Group:
- its officers and employees that need to know the Confidential Information for the Purpose;
- its professional advisers or consultants who are engaged to advise that party and/or any member of its Group in connection with the Purpose;
- its contractors and sub-contractors engaged by that party and/or any member of its Group in connection with the Purpose; and
- any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.Subsidiary: has the meaning given in clause 1.2.2.

Interpretations:

A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.A reference to a holding company or a subsidiary means a holding company or a subsidi ary (as the case may be) as defined in section 1159 of the Companies Act 2006.

CONFIDENTIAL INFORMATION

Confidential Information means all confidential information relating to the Purpose which the Discloser or its Representatives (or any of its Group Companies, or their Representatives) directly or indirectly discloses, or makes available, to the Recipient or its Representatives (or any of its Group Companies, or their Representatives), before, on or after the date of this agreement. This includes:

the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;the terms of this agreement; all confidential or proprietary information relating to:

the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser or of any of the Discloser's Group Companies; and
the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Discloser, or of any of the Discloser's Group Companies;

any information, findings, data or analysis derived from Confidential Information; andany other information that is identified as being of a confidential or proprietary nature; but excludes any information referred to in clause 2.2.

Information is not Confidential Information if:

it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or its Representatives (or by any of the Recipient's Group Companies or their Representatives) in breach of this agreement (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser;it was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not under any confidentiality obligation in respect of that information;it was lawfully in the possession of the Recipient before the information was disclosed by the Discloser; orthe parties agree in writing that the information is not confidential

CONFIDENTIALITY OBLIGATIONS

In return for the Discloser making Confidential Information available to the Recipient, the Recipient undertakes to the Discloser that it shall:

keep the Confidential Information secret and confidential;not use or exploit the Confidential Information in any way except for the Purpose;not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this agreement; andnot copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of the Discloser.

The Recipient shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use.

PERMITTED DISCLOSURE

The Recipient may disclose the Confidential Information to its Representatives, any of its Group Companies, or their Representatives on the basis that it:

informs those Representatives, Group Companies or their Representatives of the confidential nature of the Confidential Information before it is disclosed; andprocures that those Representatives, Group Companies or their Representatives comply with the confidentiality obligations in clause 3.1 as if they were the Recipient.

The Recipient shall be liable for the actions or omissions of the Representatives, any of its Group Companies or their Representatives in relation to the Confidential Information as if they were the actions or omissions of the Recipient.

MANDATORY DISCLOSURE

Subject to the provisions of this clause 5, a party may disclose Confidential Information to the minimum extent required by:

an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction; orthe laws or regulations of any country to which its affairs are subject.

Before a party discloses any Confidential Information pursuant to clause 5.1 it shall, to the extent permitted by law, use all reasonable endeavours to give the other party as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2, that party shall take into account the reasonable requests of the other party in relation to the content of this disclosure.If a party is unable to inform the other party before Confidential Information is disclosed pursuant to clause

RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall:

destroy or return to the Discloser all documents and materials (and any copies) containing, reflecting, incorporating or based on the Discloser's Confidential Information;erase all the Discloser's Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form; andto the extent technically and legally practicable, erase all the Discloser's Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; andcertify in writing to the Discloser that it has complied with the requirements of this clause 6.1.

Nothing in clause 6.1 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser's Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 6.2.

RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT

Each party reserves all rights in its Confidential Information. The disclosure of Confidential Information by one party does not give the other party or any other person any licence or other right in respect of any Confidential Information, and in particularly any Intellectual Property Rights contained in the Confidential Information beyond the rights expressly set out in this agreement.Except as expressly stated in this agreement, neither party makes any express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.The disclosure of Confidential Information by the parties shall not form any offer by, or representation or warranty on the part of, that party to enter into any further agreement with the other party in relation to the Purpose.

INADEQUACY OF DAMAGES

Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement.

NO OBLIGATION TO CONTINUE DISCUSSIONS

Nothing in this agreement shall impose an obligation on either party to continue discussions or negotiations in connection with the Purpose, or an obligation on each party, or any of its Group Companies to disclose any information (whether Confidential Information or otherwise) to the other party.

ENDING DISCUSSIONS AND DURATION OF CONFIDENTIALITY

Notwithstanding the end of discussions between the parties in relation to the Purpose pursuant to clause 10.1, each party's obligations under this agreement shall continue in full force following the end of this agreement.The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.

GENERAL

Partnership. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Variation.No variation of this agreement shall be permitted. Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. Notices. Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). Any notice shall be deemed to have been received (1) if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address; and (2) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service. Third party rights. This agreement does not give rise to any rights to enforce any term of this agreement.

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Sciony mutual non-disclosure agreement

Subject

Sciony post identifier #

Parties

Background

The parties wish to be connected with each other in order to discuss in more detail a post referenced under SUBJECT which has been placed by one party on the Sciony website www.sciony.com
Accordingly, the parties intend to enter into discussions relating to the Purpose which will involve the exchange of Confidential Information between them.
The parties have agreed to comply with this agreement in connection with the disclosure and use of Confidential Information.

Agreed terms

INTERPRETATION

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: has the meaning given in clause 2.
Discloser: a party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.
Business Day:a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Group: in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.
Group Company: in relation to a company, any member of its Group.
Holding Company:has the meaning given in clause 1.2.2.
Intellactual Property Rights: all patents, copyright and related rights, trade marks, business names, rights in get up and goodwill, the right to use for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how) and all other intellectual property rights, registered or unregistered, which subsist now or in the future in any part of the world.
Purpose: to facilitate detailed commercial discussions in relation to a post placed by one party on the Sciony website at www.sciony.com, with a view to entering into future business relations together
Recipient: a party to this agreement when it receives Confidential Information, directly or indirectly, from the other party.
Representative(s): in relation to each party and any member of its Group:
- its officers and employees that need to know the Confidential Information for the Purpose;
- its professional advisers or consultants who are engaged to advise that party and/or any member of its Group in connection with the Purpose;
- its contractors and sub-contractors engaged by that party and/or any member of its Group in connection with the Purpose; and
- any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.Subsidiary: has the meaning given in clause 1.2.2.

Interpretations:

CONFIDENTIAL INFORMATION

the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser or of any of the Discloser's Group Companies; and
the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Discloser, or of any of the Discloser's Group Companies;

Information is not Confidential Information if:

CONFIDENTIALITY OBLIGATIONS

In return for the Discloser making Confidential Information available to the Recipient, the Recipient undertakes to the Discloser that it shall:

The Recipient shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use.

PERMITTED DISCLOSURE

The Recipient may disclose the Confidential Information to its Representatives, any of its Group Companies, or their Representatives on the basis that it:

MANDATORY DISCLOSURE

Subject to the provisions of this clause 5, a party may disclose Confidential Information to the minimum extent required by:

RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall:

RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT

INADEQUACY OF DAMAGES

NO OBLIGATION TO CONTINUE DISCUSSIONS

ENDING DISCUSSIONS AND DURATION OF CONFIDENTIALITY

GENERAL

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