In order to evaluate, and if appropriate enter into and complete, one or more business transactions from time to time (the “Purpose”), black & brown Limited (“black & brown”) and the other party identified below (“You”) agree this NDA as follows.
- This agreement comes into effect when You click “I Accept” as set out below.
- One party, any of its group companies, agents or third party contractors (or those of its group companies) (the “Discloser”), may disclose to the other party, any of its group companies, agents or third-party contractors (or those of its group companies) (the “Receiver”) information relating to the Purpose that the Discloser considers confidential (“Confidential Information”).
- Receiver may only use Confidential Information for the Purpose. Receiver shall protect Confidential Information and prevent any unauthorised use or disclosure of Confidential Information. Receiver may only share Confidential Information with its group companies, employees, agents or third-party contractors (or those of its group companies) (“Personnel”) who need to know it in connection with the Purpose. You and black & brown shall each ensure that their Personnel keep the Confidential Information confidential and only use it for the Purpose.
- In order to perform the Purpose, each party may become acquainted with confidential or proprietary information from or about third parties associated with the other party, e.g., customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third-Party Confidential Information”). Receiver agrees to hold in the strictest confidence and not to use or to disclose any Associated Third-Party Confidential Information, except as necessary for the Purpose, and with the Discloser’s express written consent.
- Confidential Information does not include information that: (a) was known to Receiver without restriction before receipt from Discloser; (b) is publicly available through no fault of Receiver; (c) is lawfully received by Receiver from a third party without a duty of confidentiality; or (d) is independently developed by Receiver without reference to the Discloser’s Confidential Information. A party may disclose Confidential Information when compelled to do so by law provided that it gives reasonable prior notice to the other party, unless a court orders that such notice is forbidden.
- Either party may terminate this NDA on thirty days’ prior written notice, but this NDA’s provisions will still survive in respect of Confidential Information disclosed before termination.
- On termination of this Agreement for any reason, or within ten business days of receipt of a written request from the Discloser, the Receiver shall (a) stop using the Confidential Information; (b) return to the Discloser, or at the Discloser’s option, destroy all copies of the confidential Information and all documents and other materials in its possession, custody or control which contain any of the Confidential Information; and (c) use commercially reasonable efforts to destroy the Confidential Information which the Receiving Party possesses in electronic format; and (d) certify in writing that it has complied with its obligations in this clause.
- Unless the parties otherwise agree in writing, Receiver’s duty to protect Confidential Information expires five years from disclosure.
- This NDA imposes no obligation to proceed with any business transaction.
- The Discloser does not make any representation or warranty (express or implied) as to the accuracy or completeness of the Confidential Information and accepts no responsibility or liability in respect of the Receiver’s or any third party’s use of the Confidential Information.
- No party acquires any intellectual property rights under this NDA except the limited rights necessary to use the Confidential Information for the Purpose.
- This NDA does not create any agency or partnership relationship. No person other than You and black & brown and their respective group companies has any rights under this NDA. This NDA is not assignable or transferable by either party without the prior written consent of the other party.
- This NDA is the parties’ entire agreement on this topic, superseding any other agreements. Any amendments must be in writing. Failure to enforce any of the provisions of this NDA will not constitute a waiver.
- This NDA and all disputes and claims arising out of or in connection with it (including non-contractual disputes and claims) are governed by English law. With the sole exception of any application for injunctive relief, the parties irrevocably submit to the exclusive jurisdiction of the English courts.