This Agreement is made as on the date of form submission
Mailbox Estates Limited a company incorporated in England and Wales with registered number 11300660 whose registered office is at The Old Foundry Business Centre, Suite 9C, Bath Street, West Midlands, WS1 3BZ (“Mailbox Estates Limited”);
And (“Client”)
Meanings
These words and phrases have defined meanings:
| Agreement
|
this confidentiality agreement and any amendments from time to time agreed by the parties in writing;
|
| Confidential Information
|
any information disclosed by or on behalf of a Disclosing Party (as defined below) to a Receiving Party (as defined below) during the term of this Agreement that at the time of disclosure (whether in writing, electronic or digital form, verbally
or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other
forms and whether directly or indirectly) is confidential in nature or may reasonably be considered to be commercially
sensitive, and which relates to the business and affairs of the Disclosing Party including but not limited to: (a) all
Intellectual Property Rights of the Disclosing Party and (b) all analyses, compilations, studies and other documents
prepared by the Receiving Party which contain or otherwise reflect or are generated from the information referred to
above; and where the Disclosing Party is Mailbox Estates Limited details of any businesses disclosed to the Client
including business accounts, business name and address;
|
| Disclosing Party
|
either Party to this Agreement when disclosing Confidential
|
|
|
Information to the other Party;
|
| Effective Date
|
the date of this Agreement;
|
| Intellectual
Property Rights |
all trade and service marks, registered and unregistered design rights, all design right applications, patents, copyrights, database rights and rights in know-how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights
which may now or in the future subsist; |
| Permitted Purpose
|
to allow Mailbox Estates Limited to provide information to the Client to enable the Client to view various businesses and assess whether the Client would like to purchase such
business or businesses; |
| Receiving Party
|
either Party to this Agreement when receiving Confidential Information from the other Party;
|
In this Agreement, unless the context requires a different interpretation
a. the singular includes the plural and vice versa;
b. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
c. a reference to a person includes firms, companies, government entities, trusts
and partnerships;
d. "including" is understood to mean 'including without limitation';
e. reference to any statutory provision includes any modification or amendment of it;
f. the headings and sub-headings do not form part of this Agreement.
a. In consideration of the disclosure to the Receiving Party of Confidential Information by the Disclosing Party the Receiving Party agrees and undertakes that it will, subject to the provisions of Clause 2:
i. keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Disclosing Party's prior written consent;
ii. not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Permitted Purpose without the express written consent of the Disclosing Party;
iii. use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, being at least a reasonable degree of care.
A Receiving Party may disclose Confidential Information to its employees, professional advisers, agents and sub-contractors (each a "Permitted Disclose") provided that the Permitted Disclose (i) has a need to have access to the Confidential Information for the performance of its work in relation to the Permitted Purpose and (ii) is bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information which it receives from the Receiving Party.
The Confidential Information and all Intellectual Property Rights contained in such Confidential Information will remain the property of the Disclosing Party and the disclosure of the Confidential Information will not give the Receiving Party any rights in any part of the Confidential Information.
a. This Agreement will come into force on the Effective Date.
b. If either party decides not to continue to be involved in the Permitted Purpose with the other party, it shall notify that other party in writing immediately.
c. Notwithstanding the end of discussions between the parties in relation to the Permitted Purpose pursuant to Clause 4(a), each party's obligations under this Agreement shall continue in full force and effect for a period of two years from the date of this Agreement.
d. The end of discussions relating to the Permitted Purpose shall not affect any accrued rights or remedies to which either party is entitled.
a. If so, requested by the Disclosing Party at any time by notice in writing to the Receiving Party, the Receiving Party shall:
i. destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the Disclosing Party's Confidential Information;
ii. erase all the Disclosing Party's Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form; [and]
iii. erase all the Disclosing Party's Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
iv. certify in writing to the Disclosing Party that it has complied with the requirements of this clause 6.1.
b. Nothing in Clause 5(a) shall require the Receiving Party to return or destroy any documents and materials containing or based on the Disclosing Party's Confidential Information that the Receiving Party 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 Receiving Party pursuant to this Clause 5(b).
a. Both Parties acknowledge that damages alone would not constitute an adequate remedy for any breach by the Receiving Party of this Agreement.
b. Each Party shall, without prejudice to any and all other rights and remedies which may be available, be entitled to the remedies of injunction, specific performance and other equitable relief for any breach of this Agreement by the other Party actual or threatened.
a. Each Party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Agreement.
b. Subject to the above, neither Party, nor any of their respective employees, officers, agents, subsidiaries or any other associated third parties associated accepts any responsibility or liability for, or makes any representation or warranty, express or implied, that the Confidential Information disclosed by either Party is accurate or complete.
A Party to this Agreement will not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified Party or Parties may suspend or terminate the Agreement on notice, taking effect immediately upon delivery of the notice.
This Agreement contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
a. No Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party or parties, such consent not to be unreasonably withheld.
b. No variation to this Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
c. The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no third Party will have any right to enforce or rely on any provision of this Agreement.
d. Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
e. Provisions which by their intent or terms are meant to survive the termination of this Agreement will do so.
f. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
a. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be:
i. 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); or
ii. sent by email to the address specified in writing by one Party to another.
b. Any notice shall be deemed to have been received:
i. if delivered by hand, at the time the notice is left at the proper address;
ii. 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
iii. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 11(b)(iii), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
The parties have signed this Agreement on the date(s) below:
Signatures
I/We understand I am not permitted to disclose any confidential information including the business accounts, business name and address to any third-party including friends or relatives. I/We also agree to not approach or discuss the sale with the staff of any business I visit.
