CLEAR SCORE TECHNOLOGY LIMITED, a limited company incorporated and registered in England and Wales with company number 09221862 and with registered office at 47 Durham St, London, United Kingdom, SE11 5JA (hereinafter referred to as “ClearScore” or the “Disclosing Party”),
And You, the undersigned, as identified below (hereinafter referred to as “You” or the “Receiving Party”)
You, the undersigned, will participate in a test to aid in the development of a confidential ClearScore project (the “Purpose”). As a result, you may have access to certain information of a confidential nature, which ClearScore wishes to protect in the manner set out in this Agreement.
This Agreement shall be deemed to have commenced on the signature and shall continue until it is terminated in accordance with the provisions of this Agreement.
NOW THEREFORE IT IS AGREED AS FOLLOWS THAT:
- For the avoidance of doubt “Confidential Information” shall mean (whether or not marked “confidential”) any information and data of a confidential nature, including but not limited to financial, proprietary, technical, development, marketing, sales, operating, performance, cost, know-how, business and process information, computer programming techniques, source code and all record bearing media containing or disclosing such information and techniques and all other confidential information and Intellectual Property Rights (whether written, oral or in electronic form or on magnetic or other media) concerning the business and affairs of ClearScore (or the business and affairs of any member of that ClearScore’s Group) which is disclosed by the Disclosing Party to the Receiving Party or obtained by the Receiving Party from the Disclosing Party pursuant to this Agreement.
- “Intellectual Property Rights” shall mean any materials, works, prototypes, inventions, discoveries, techniques, computer programs, source codes, data, technical information, rights in computer software and databases (including database rights) trading business brand names or domain names, goodwill, style or presentation of goods or services, creations, inventions (or improvement upon or addition to an invention), rights in designs, get up, trade, confidential information, know-how and research effort which is capable of protection by or of giving rise to letters, patent, trade mark, service mark, utility model, copyright, design right, moral right, semi-conductor topography right, database right or other intellectual property or similar proprietary right in any part of the world whether or not capable of registration and whether or not registered, including applications and rights to apply for any of them.
- 2. The Receiving Party shall:
2.1 hold in confidence all information and ideas of any kind relating to the Disclosing Party’s Confidential Information;
2.2 only use the Confidential Information strictly for the Purpose;
2.3 not disclose the Confidential Information;
2.4 apply to all Confidential Information the same degree of care with which it treats and protects its own proprietary information;
2.5 notify the other Party immediately if it is aware that Confidential Information has been disclosed to, or is in the possession of, any unauthorised person;
2.6 acknowledge that damages would not be an adequate remedy for unauthorised disclosure and the Disclosing Party shall be entitled to equitable relief (whether injunction relief or specific performance);
2.7 not make any copies, summaries or transcripts of Confidential Information;
2.8 not export it or permit it to be exported; or
2.9 upon the Disclosing Party’s written request, immediately return or destroy the Confidential Information.
- For the purposes of this Agreement, information and ideas shall be considered to be Confidential Information, except to the extent that such information and ideas:
- are identified by the Disclosing Party in writing at the time of disclosure as not being confidential in nature; or
- are in or pass into the public domain other than by breach of this Agreement by the Receiving Party; or
- can be shown by the Receiving Party to have been known to them prior to the disclosure by the Disclosing Party; or
- are disclosed to the Receiving Party without restriction by a third party having full right to disclose; or
- are approved to the Receiving Party for general release by written consent of the Disclosing Party; or
- subject to Clause 7, are required by law or any governmental or other regulatory authority to be disclosed.
- The obligations hereto relating to the confidentiality and use of information and ideas shall survive the termination of this Agreement.
- The Receiving Party shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Disclosing Party. This Agreement shall enure to the benefit of and shall be binding on the successors and permitted assignees of the parties.
- Each Party warrants that it has the authority to enter into and perform its obligations under this Agreement and in particular that it has the right to disclose and/or receive Confidential Information.
- If the Receiving Party is required to disclose Confidential Information by law, governmental or other regulatory authority, it shall first, if practicable, inform the Disclosing Party and consult with the Disclosing Party as to the Confidential Information that shall be disclosed and the steps that can be taken, if any, to resist such disclosure.
- Subject to Clause 4, this Agreement shall continue in force from the date hereof until the earliest of;
- the date that this Agreement is terminated written notice to the other Party given no less than one month’s in advance and subject to any termination not relieving the Receiving Party of its obligations of confidentiality and use obligations with respect to Confidential Information disclosed prior to the date of termination; or
- the date upon which the Parties agree that this Agreement has been superseded by any further written agreement(s) entered into between them.
- Any notice to be sent under this Agreement shall be in writing and delivered to the addressee’s office address or firstname.lastname@example.org or to such e-mail addresses as may be specified by the parties from time to time.
- Any notice sent by post shall be deemed to have been duly served two (2) Working Days after it was posted.
- This Agreement constitutes the entire understanding between the Parties related to the protection of Confidential Information regarding the Project disclosed hereunder and supersedes all prior and collateral communications, reports and understanding between the Parties hereto relating to the Confidential Information for the Project.
- This Agreement shall be capable of being varied only by a written instrument signed either by the Parties or by a duly authorised representative.
- The invalidity or unenforceability of any part of this Agreement for any reason whatsoever shall not affect the validity or enforceability of the remainder.
- This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original and all the counterparts together shall constitute one and the same instrument.
- This Agreement will be governed by and interpreted in accordance with the Laws of England and will be subject to the jurisdiction of the Courts of England.