CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement
("Agreement") is made and effective the
date last logged in
by and between EBA
Consulting Ltd ("Agents")
and the
organisation and person logged in
("Recipient").
Confidential Information.
Agents propose to disclose certain of its confidential and proprietary
information (the "Confidential Information") to Recipient.
Confidential Information shall include all data, materials, products,
technology, computer programs, specifications, manuals, business plans,
software, marketing plans, business plans, financial information, and
other information disclosed or submitted, orally, in writing, or by
any other media, to Recipient by Agents. Confidential Information disclosed
orally shall be identified as such within five (5) days of disclosure.
Nothing herein shall require Agents to disclose any of its information.
- Recipient agrees
that the Confidential Information is to be considered confidential and
proprietary to the Agents, the Recipient shall hold the same in confidence,
shall not use the Confidential Information other than for the purposes
of its business with Agents, and shall disclose it only to its officers,
directors, or employees with a specific need to know. Recipient will
not disclose, publish or otherwise reveal any of the Confidential Information
received from Agents to any other party whatsoever except with the specific
prior written authorisation of Agents.
- Confidential Information
furnished in tangible form shall not be duplicated by Recipient except
for purposes of this Agreement. Upon the request of Agents, Recipient
shall return all Confidential Information received in written or tangible
form, including copies, or reproductions or other media containing such
Confidential Information, within ten (10) days of such request. At Recipient's
option, any documents or other media developed by the Recipient containing
Confidential Information may be destroyed by Recipient. Recipient shall
provide a written certificate to Agents regarding destruction within
ten (10) days thereafter.
The obligations of
Recipient herein shall be effective for two years
[length of non-disclosure]
from the date Agents last discloses any Confidential Information to
Recipient pursuant to this Agreement. Further, the obligation not to
disclose shall not be affected by bankruptcy, receivership, assignment,
attachment or seizure procedures, whether initiated by or against Recipient,
nor by the rejection of any agreement between Agents and Recipient,
by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession
or the equivalent of any of the foregoing under local law.
Other Information.
Recipient shall have
no obligation under this Agreement with respect to Confidential Information
which is or becomes publicly available without breach of this Agreement
by Recipient; is rightfully received by Recipient without obligations
of confidentiality; or is developed by Recipient without breach of this
Agreement; provided, however, such Confidential Information shall not
be disclosed until thirty (30) days after written notice of intent to
disclose is given to Agents along with the asserted grounds for disclosure.
Nothing contained herein shall be construed as granting or conferring
any rights by license or otherwise in any Confidential Information.
It is understood and agreed that neither party solicits any change in
the organisation, business practice, service or products of the other
party, and that the disclosure of Confidential Information shall not
be construed as evidencing any intent by a party to purchase any products
or services of the other party nor as an encouragement to expend funds
in development or research efforts. Confidential Information may pertain
to prospective or unannounced products. Recipient agrees not to use
any Confidential Information as a basis upon which to develop or have
a third party develop a competing or similar product.
No Publicity.
Recipient agrees not to disclose its participation in this undertaking,
the existence or terms and conditions of the Agreement, or the fact
that discussions are being held with Agents.
EBA Consulting Limited
is required by the Data Protection Act 1998 to advise you that your
particulars will be held on its database (in manual, electronic or other
form). This data will be used for the carrying out of the Business sales
service. We may also distribute your details (unless you advise us to
the contrary at any time) to other group companies or businesses, which
offer ancillary services. These entities may then contact you to advise
you of the services they offer.
Governing Law
This Agreement terminates
and supersedes all prior understandings or agreements on the subject
matter hereof. This Agreement may be modified only by a further writing
that is duly executed by both parties.
No Assignment.
Recipient may not assign
this Agreement or any interest herein without Agent’s express prior
written consent.
Severalability
If any term of this Agreement
is held by a court to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.
Notices.
Any notice required by
this Agreement or given in connection with it, shall be in writing and
shall be given to the appropriate party by personal delivery or by recorded
mail, or recognised overnight delivery services.
If
to Agents:
EBA
Consulting
If
to Recipient:
The
Person/Organisation logged in
No Implied Waiver.
Either party's failure to insist
in any one or more instances upon strict performance by the other party
of any of the terms of this Agreement shall not be construed as a waiver
of any continuing or subsequent failure to perform or delay in performance
of any term hereof.
Headings.
Headings used in this Agreement
are provided for convenience only and shall not be used to construe
meaning or intent.
