One-way
confidentiality
agreement
1
DATED
-----------CONFIDENTIALITY AGREEMENT
between
LEEDS BECKETT UNIVERSITY
and
INSERT NAME OF RECIPIENT
2
THIS AGREEMENT is dated
2013 and is made
BETWEEN
(1)
(2)
LEEDS BECKETT UNIVERSITY a higher education corporation established under the
Education Reform Act 1988 whose principal place of business is at The Rose Bowl, City
Campus, Leeds, West Yorkshire LS1 3HB (University); and
[RECIPIENT] (a company registered in [state] with number [number]) whose [registered
office] [principal place of business] is at [address] (Recipient).
BACKGROUND
(A)
The University is a higher education corporation. Recipient is [insert description of what
the Recipient].
(B)
The parties wish to explore the possibility of [insert purpose of agreement e.g. licensing
technology, discussing a potential arrangement or entering into negotiations for a
contract].
The parties acknowledge that, in order to explore this possibility, the University will
disclose certain confidential information to the Recipient.
The parties acknowledge that such information requires protection and agree to enter
into this confidentiality agreement.
(C)
(D)
IT IS AGREED
1.
Definitions and Interpretation
1.1
In this agreement the following terms have the following meanings:
Advisers
Affiliate
the Recipient’s accountants, solicitors,
consultants and other professional advisers;
a party's holding company and subsidiary
companies and its holding company's other
subsidiary companies from time to time,
'holding company' and 'subsidiary' having the
meanings given to them in section 1159 of the
Companies Act 2006;
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Information
1.2
any and all information disclosed by the
Supplier to the Recipient in connection with the
Purpose, whether oral, written, graphic,
electronic or in any other format and including,
without limit, know-how, ideas, solutions,
techniques, specifications, reports, designs,
drawings, statistics, programs, source code
and other technical information, and
information about the Supplier's (or its
Affiliates') past, present, future, planned and
potential business operations such as
information about costs, prices, margins,
investments, acquisitions, accruals,
performance, results, disputes, litigation,
products, services, marketing, promotions,
product development, service development,
research, suppliers, customers, business
partners, collaborations, personnel, business
and investment opportunities, forecasts,
predictions and plans;
Purpose
[insert details of the reason for the disclosure];
Representatives
the Recipient's officers, employees and agents;
and
Headings are included for convenience and shall not affect the construction or
interpretation of this agreement.
2.
Undertakings of Confidence
2.1
In consideration of the undertakings given by the Recipient in this agreement, the
Supplier shall disclose and procure the disclosure to the Recipient of such of its
Information as the Supplier, in its absolute discretion, considers necessary for the
Purpose.
2.2
The Recipient undertakes in relation to any and all Information disclosed by or obtained
from the Supplier (or anyone acting on the Supplier's behalf):
(a)
that the Information shall be received and used by the Recipient only for the
Purpose and otherwise on the terms of this agreement;
(b)
to treat and safeguard such Information as private and confidential and to
exercise the same degree of care as the Recipient would use to safeguard its
own confidential information (and as a minimum a reasonable standard of care);
(c)
not to disclose or procure the disclosure of the whole or any part of the
Information except to its Affiliates, Advisers and Representatives who need to
have access to it by reason of their being engaged or concerned in the Purpose.
The Recipient shall, before disclosing Information to any such person, make such
person aware of these restrictions as to use and disclosure and shall procure that
such persons comply with such restrictions.
(d)
to make only such number of copies of the Information as are reasonably
necessary for the Purpose and only for the use of those persons mentioned in
clause (c); and
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(e)
to keep at its usual place of business and separate from all other documents and
records held by the Recipient the original copy of the Information and any copies
which it makes of the Information together with any notes made by the Recipient
(and where not already marked, the Recipient shall mark as confidential any
documents, disks and other media containing or reflecting, or which are
generated from, any Information).
2.3
The Recipient acknowledges that by entering into this agreement and by giving it
access to the Information, the Supplier is not agreeing to enter into any further
agreement or arrangement or otherwise do business with the Recipient.
2.4
The Supplier does not give any warranties or representations (express or implied)
(either on its own behalf or on behalf of its directors, officers, employees, agents or
advisers) with regard to the accuracy, quality, timeliness, reliability or completeness of
any Information. All Information is supplied on an "as is" basis, and the Recipient shall
be responsible for making its own evaluation of the Information.
3.
Exceptions
3.1
The restrictions on use and disclosure of Information set out in this agreement shall not
apply to any Information to the extent that it:
3.2
(a)
is in the public domain or comes into the public domain in the same or
substantially the same form in which it is disclosed pursuant to this agreement
other than as a result of disclosure by the Recipient (or its Advisors, Affiliates or
Representatives) in breach of this agreement;
(b)
is already in the possession of the Recipient free of any obligation of
confidentiality;
(c)
becomes lawfully available to the Recipient from a source independent of the
Supplier who is not bound by an obligation of confidence or otherwise prohibited
from disclosing the Information;
(d)
is independently developed by the Recipient without recourse to any Information
of the Supplier; or
(e)
is required to be disclosed by the Recipient under law or by court order, but then
only to the extent of and for the purpose for which such disclosure is required.
The Recipient shall provide the Supplier with as much notice of any disclosure [it
intends to make under clause 3.1 as is lawful and reasonable in the circumstances (if
any), specifying details of the Information concerned and the circumstances of its
required disclosure. The Recipient shall upon request and at the Supplier's cost (and if it
is lawful to do so) use reasonable endeavours to assist the Supplier in resisting or
limiting any disclosure required under clause 3.1(e).
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4.
Term and Termination
4.1
This agreement shall take effect on the date of signature by the last party to sign or the
date of first disclosure of Information for the purpose (whichever happens first) and shall
continue in force for a period of [five (5)] [ten (10) years] from and including that date.
4.2
The Recipient shall on the written request of the Supplier at any time, either return or
destroy (at the Supplier’s option) all Information and any document containing part
thereof, together with all copies and noted of the Information (including all electronic
copies) and shall, on reasonable request, provide written confirmation that such steps
have been taken.
5.
Breach
5.1
The Recipient shall notify the Supplier immediately upon becoming aware of a breach of
this agreement and shall take all such steps as the Supplier shall reasonably require to
minimise the effect of such breach and to safeguard the Information.
5.2
Without prejudice to any other rights or remedies that the Supplier may have, it is
hereby acknowledged and agreed that damages may not be an adequate remedy for
any breach of the provisions hereof and that, accordingly, the Supplier shall be entitled
without proof of special damage to the remedies of injunction, specific performance and
other equitable relief for any threatened or actual breach of the provisions hereof.
5.3
The Recipient shall fully indemnify and hold the Supplier and the Supplier's Affiliates,
officers, employees, agents and licensors harmless against any and all losses, liabilities,
damages, costs and expenses (including, without limit, reasonable legal fees) which are
suffered or incurred in connection with the Recipient's (or its Affiliates' or
Representatives') use or disclosure of Information in breach of this agreement or any
other duty of confidence.
6.
General
6.1
The failure or delay of the Supplier to enforce or to exercise, at any time or for any
period of time, any term of or any right or remedy arising pursuant to this agreement
does not constitute and shall not be construed as a waiver of such term, right or
remedy and shall in no way affect its right later to enforce or exercise it, nor shall any
single or partial exercise of any right or remedy preclude any further exercise of the
same or the exercise of any other right or remedy.
6.2
The invalidity or unenforceability of any provision of or any part of a provision of or any
right arising pursuant to this agreement shall not affect in any way the remaining
provisions or rights, which shall be construed as if such invalid or unenforceable part did
not exist.
6.3
This agreement contains all the terms agreed by the parties and supersedes any and all
prior agreements, understandings or arrangements between them, whether oral or in
writing in relation to its subject matter. Neither party shall have any right or liability in
respect of any statement, representation or promise made prior to the date of this
agreement. Each party acknowledges and accepts that, in entering into this agreement,
it has not relied upon any statement, representation or promise except as set out in this
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agreement. Nothing in this agreement shall exclude either party’s liability for fraudulent
misrepresentation.
6.4
No variation of or amendment to this agreement shall be effective unless made in
writing and signed by authorised representatives of the parties.
6.5
Nothing in this agreement shall confer any right or benefit upon any person who is not a
party to it.
6.6
This agreement may be executed in any number of counterparts each of which when
executed and delivered shall constitute an original, and all the counterparts together
shall constitute one and the same agreement.
7.
Governing Law and Jurisdiction
7.1
This agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation [(including non-contractual disputes or claims)] shall be
governed by and construed in accordance with the law of England and Wales.
7.2
The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
agreement or its subject matter or formation (including non-contractual disputes or
claims).
IN WITNESS WHEREOF this agreement has been entered into on the date first stated above.
SIGNED for and on behalf of
LEEDS BECKETT UNIVERSITY
SIGNED for and on behalf of
by [RECIPIENT]
………………………………………………… …………………………………………………
Name:
Name:
Position:
Position:
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