When a party agrees to disclose confidential information to another party via the Showslice website, both the Disclosing Party and the Recipient agree that the following terms shall apply to the disclosure of Confidential Information: Each of the Disclosing Party and the Recipient shall individually be referred to in this document as a "Party" and collectively as the "Parties".
1.1 Capitalised terms used in this Agreement and not otherwise defined shall, unless the context otherwise requires, have the meaning provided below:
2.1. In consideration for the Disclosing Party giving the Recipient access to Confidential Information, the Recipient shall:
2.2. For the purposes of this Agreement, "Confidential Information" means:
2.3. Information shall not be considered Confidential Information if:
2.4. The Recipient may disclose Confidential Information only:
2.5. The Recipient shall procure that anyone to whom it discloses the Confidential Information (other than disclosures under clause 3) complies with this Agreement as if they were a party hereto.
2.6. The Recipient shall not without the Disclosing Party’s prior written consent use the Confidential Information for any purpose other than the Permitted Purpose.
2.7. The Recipient may make only such copies of the Confidential Information as are strictly necessary for the Permitted Purpose and shall use all reasonable endeavours to ensure that copies within its control are protected against theft or unauthorised access and that no one discloses Confidential Information unless authorised.
2.8. The Recipient shall destroy or return to the Disclosing Party on written demand any document (including any note, analysis or memorandum prepared by the Recipient) containing Confidential Information and any copy thereof which may have been made. The undertakings in this clause 2.8 shall not apply to Confidential Information which the Recipient must retain under any applicable law, rule or regulation or internal document retention policy, including the rules of a professional body and the Recipient may retain one copy of all Confidential Information for its permanent internal records. Notwithstanding a termination of this Agreement pursuant to clause 4 below or otherwise, the Recipient must keep all such Confidential Information retained confidential in accordance with its own internal policies and procedures for maintaining confidentiality with regard to sensitive information, and must not (except as otherwise permitted herein) disclose any Confidential Information retained without the prior written consent of the Disclosing Party.
3.1. The Recipient may disclose Confidential Information to the extent required by:
3.2. Before the Recipient discloses any information under this clause, it shall (to the extent practicable and permitted by law):
3.3. To the extent practicable, the Parties shall co-operate with each other at the cost and expense of the Disclosing Party in bringing any legal or other proceedings to challenge the validity of the requirement to disclose.
3.4. If the Recipient is unable to inform the Disclosing Party before Confidential Information is disclosed, it shall (to the extent permitted by law) inform the Disclosing Party immediately after the disclosure of the full circumstances of the disclosure and the information that has been disclosed.
4.1. This Agreement shall commence on the date hereof and shall continue for a period of five years except in respect of any provisions that are expressly stated to survive such termination.
5.1. The Recipient acknowledges and agrees that the Disclosing Party may be irreparably harmed by any breach of the terms of this Agreement and that damages alone may not be an adequate remedy for a breach of this Agreement. Accordingly, the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, for any threatened or actual breach of this Agreement by the Recipient, and no proof of special damages will be necessary to enforce this Agreement.
6.1. This Agreement constitutes the whole agreement between the Parties and supersedes any arrangements, understanding or previous agreement between them relating to the subject matter covered by this Agreement. The Parties hereby agree that unless and until a definite agreement between the Parties with respect to the Project has been executed and delivered, the Parties will not be under any legal obligation of any kind with respect to the Project by virtue of this or any written or oral expression with respect to the Project. Each Party understands and agrees that (a) either Party may terminate the other Party’s access to such Party’s Confidential Information at any time, and (b) neither Party shall have any claim against the other Party or any of its Representatives in connection with the foregoing. Each Party understands and acknowledges that the other Party shall not be deemed to make any representations or warranties, express or implied, as to the accuracy or completeness of any Confidential Information provided by such Party, and that neither Party shall have any liability to the other Party or any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions there from. Only those representations or warranties which are made by the Parties in a final definitive agreement regarding the Project, when, as and if executed, and subject to such limitations and representations as may be specified therein, shall have any legal effect.
7.1. Except as provided otherwise, the Recipient shall not be entitled to assign or otherwise transfer any of its rights under this Agreement without the prior written consent of the Disclosing Party.
8.1. The Recipient represents that it is acting as principal and not as a broker or agent. Nothing in this Agreement or any document or agreement referred to in it shall constitute or be deemed to constitute a partnership or agency relationship between the Parties.
9.1. This Agreement is made for the benefit of the Parties to it and their successors and permitted assigns and is not intended to benefit or be enforced by anyone else.
10.1. If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
11.1. Any variation of or amendment to this Agreement shall be in writing and signed by or on behalf of all Parties.
11.2. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the person to which the waiver is addressed and the circumstances for which it is given.
11.3. No failure to exercise or delay in exercising or enforcing any right or remedy shall operate to impair or constitute a waiver by that Party of that or any of its rights or remedies and no single or partial exercise or enforcement of any such right or remedy shall preclude or restrict any other or further exercise or enforcement of any such right or remedy.
11.4. A person that waives a right in relation to one person or who takes or fails to take any action against that person does not affect its rights against any other person.
11.5. Rights arising under this Agreement are cumulative and do not exclude rights provided by law.
12.1. This Agreement and all disputes and claims arising out of or in connection with its subject matter are governed by and construed in accordance with English law without regard to the choice of law provisions thereof.
12.2. The Parties agree that any dispute that arises out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.