1.
The Discloser intends to disclose
information (the Confidential Information) to the Recipient for the purpose of
[product development and any work which featuring design and technological
development originating from Light Initiative intellectual property.] (the
Purpose).
2.
The
Recipient undertakes not to use the Confidential Information for any purpose
except the Purpose, without first obtaining the written agreement of the
Discloser.
3.
The Recipient undertakes to keep
the Confidential Information secure and not to disclose it to any third party
[except to its employees [and professional advisers] who need to know the same
for the Purpose, who know they owe a duty of confidence to the Discloser and
who are bound by obligations equivalent to those in clause 2 above and this
clause 3.
4.
The
undertakings in clauses 2 and 3 above apply to all of the information disclosed
by the Discloser to the Recipient, regardless of the way or form in which it is
disclosed or recorded. This includes sharing information (including
photographs) on social media. It does not do not apply to:
a) any information which is or in future comes
into the public domain (unless as a result of the breach of this Agreement); or
b) any information which is already known to the
Recipient and which was not subject to any obligation of confidence before it
was disclosed to the Recipient by the Discloser.
5.
Nothing
in this Agreement will prevent the Recipient from making any disclosure of the
Confidential Information required by law or by any competent authority.
6. The
Recipient will, on request from the Discloser, return all copies and records of
the Confidential Information to the Discloser and will not retain any copies or
records of the Confidential Information.
7. Neither
this Agreement nor the supply of any information grants the Recipient any
license, interest or right in respect of any intellectual property rights of
the Discloser except the right to copy the Confidential Information solely for
the Purpose.
8. The
undertakings in clauses 2 and 3 will continue in force five years from the date
of this Agreement.
9. This
Agreement is governed by, and is to be construed in accordance with, English
law. The English Courts will have non- exclusive jurisdiction to deal with any
dispute which has arisen or may arise out of, or in connection with, this
Agreement.
