This Agreement is between
Mainstream Digital Ltd
701 Stonehouse Park, Sperry Way, Stonehouse, Gloucestershire, GL10 3UT
WHEREAS, the parties wish to disclose information to each other that they consider to be proprietary or confidential; and
WHEREAS, the parties wish to define the terms and conditions under which such information may be disclosed to each other and to others and to be used by each other.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
- Each party shall hold in confidence all information and in any manner disclosed to it by the other party, except information described in Paragraph 5 below (hereinafter referred to as Confidential Information).
- The parties shall apply to all Confidential Information the same degree of care with which they treat and protect their own proprietary or confidential information against disclosure.
- A party shall not disclose Confidential Information to any third party without (a) prior written consent of the other party, and (b) the written agreement of such third party to be bound by the terms of this Agreement. If disclosure of Confidential Information is compelled by law, the party so compelled immediately shall notify the other party and shall cooperate in good faith in any attempt to maintain confidentiality.
- The parties agree to restrict the use of Confidential Information to those in their own organizations and their professional advisors on a need to know basis.
- Information and ideas are not considered to be Confidential Information if they are:
In or pass into the public domain other than by breach of this Agreement;
Known to both parties prior to disclosure;
Disclosed by a third party having the full right to disclose; or
Independently developed by an employee of the receiving party without first having received Confidential Information.
- Disclosure of Confidential Information to a party shall not create any right to or ownership of any Intellectual Property in that party.
- A party shall return Confidential Information to the other party if so requested, including all copies, notes, memoranda or any other recordation of same.
- Neither party may circumvent the other by entering into any arrangement with persons or entities introduced or made known to a party by the other party, without first obtaining the written consent of the other party.
- The obligations contained in this Agreement relating to Confidential Information continue for a period of ten (10) years from the date of last disclosure.
- The parties agree that injunctive and other relief may be obtained for breach of this Agreement.
- This Agreement is the entire agreement of the parties on the subjects of this Agreement, and supersedes any prior or contemporaneous agreement or representation.
- The Agreement shall be governed by and in accordance with the laws of England and Wales and the parties submit to the jurisdiction of the English Courts.