This agreement is made on the date shown below (the "Effective Date") between the party detailed below (the "Party") and Anglo-Suisse Capital Limited ("Anglo-Suisse Capital"), a company incorporated in England with company number 03833541 and whose registered office is at 168 Fulham Road, London SW10 9PR, United Kingdom. The Party and Anglo-Suisse Capital are each a "Party" and together the "Parties".
ARTICLE 1
PURPOSE AND CONFIDENTIAL INFORMATION
1.1 In connection with actual or potential business discussions, transactions, services, financings, investments or other commercial dealings between the Parties (the "Purpose"), either Party may disclose to the other confidential, non-public or proprietary information in oral, written, electronic or any other form relating to its business, affairs, operations, finances, assets, opportunities, plans, clients, counterparties or proposed transactions ("Confidential Information").
1.2 Confidential Information includes any analyses, compilations, models, summaries, memoranda, notes or other material prepared by or for a receiving Party which contains, reflects or is derived from Confidential Information.
ARTICLE 2
CONFIDENTIALITY OBLIGATIONS
2.1 The Party receiving Confidential Information (the "Receiving Party") shall keep it confidential and shall not disclose it except as permitted by this agreement.
2.2 The Receiving Party shall protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in any event with no less than reasonable care.
ARTICLE 3
PERMITTED DISCLOSURE
3.1 The Receiving Party may disclose Confidential Information to its directors, officers, employees, professional advisers, prospective financing sources and other representatives who need to know it for the Purpose, provided that the Receiving Party ensures that each such person is bound by obligations of confidentiality no less protective than those in this agreement.
3.2 The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority, provided that, where lawful and reasonably practicable, it gives the other Party prompt written notice before doing so.
ARTICLE 4
EXCLUSIONS
Confidential Information does not include information which the Receiving Party can show: (a) was lawfully known to it before disclosure by the other Party; (b) becomes public other than through breach of this agreement; (c) is lawfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the Confidential Information.
ARTICLE 5
USE OF CONFIDENTIAL INFORMATION
The Receiving Party shall use Confidential Information solely for the Purpose and for no other purpose.
ARTICLE 6
RETURN OR DESTRUCTION
The Receiving Party shall promptly return or destroy the Confidential Information and any copies of it upon written request by the disclosing Party or when discussions between the Parties end, save that the Receiving Party may retain copies to the extent required by law, regulation, audit, compliance, internal record-keeping or bona fide automated backup procedures.
ARTICLE 7
NO LICENCE AND NO OBLIGATION
No licence or other right in respect of any intellectual property, data or other rights is granted by this agreement except the limited right to use Confidential Information for the Purpose. Nothing in this agreement obliges either Party to enter into any further agreement or transaction.
ARTICLE 8
NO REPRESENTATION OR WARRANTY
Confidential Information is provided as it is. Except in the case of fraud, neither Party gives any representation or warranty as to the accuracy, completeness or suitability of its Confidential Information.
ARTICLE 9
REMEDIES
Each Party acknowledges that damages alone may not be an adequate remedy for breach of this agreement and that the other Party may seek injunctive relief, specific performance or other equitable relief in addition to any other remedies available at law.
ARTICLE 10
TERM
This agreement starts on the Effective Date and continues for 24 months. The obligations in respect of Confidential Information disclosed during that period continue until that 24 month period expires, save for any Confidential Information which remains protected from disclosure by law.
ARTICLE 11
GENERAL
Neither Party may assign this agreement without the prior written consent of the other Party, except that either Party may assign it to an affiliate as part of a genuine group reorganisation on written notice. This agreement contains the whole agreement between the Parties relating to its subject matter and may be amended only in writing.
A person who is not a Party to this agreement shall have no right to enforce any of its terms.
ARTICLE 12
GOVERNING LAW AND JURISDICTION
This agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.
By entering the details below and clicking the "SUBMIT" button, the signatory confirms that they are authorised to bind the Party and that the Party agrees to enter into this agreement electronically. Anglo-Suisse Capital may accept this agreement by written confirmation or by disclosing Confidential Information to the Party for the Purpose after submission.
