Defined Terms
“Confidential Information” means any and all information, documents, data, memoranda, reports, policies, rules, instructions, guidelines as well as interpretations, practices of conduct (know-how), standards, methodologies, forecasts and records (whether in oral or written form, electronically stored or otherwise) to the extent derived from, containing or otherwise reflecting information concerning the Disclosing Party, its Representatives, its affiliates, whether direct or indirect, disclosed or made available, by or on behalf of the Disclosing Party or any of its Representatives to the Recipient before or after the date of you clicking through to this page whether or not noted thereon to be confidential.
Notwithstanding the foregoing, information will not be deemed Confidential Information if such information (i) is already known to the Recipient or is lawfully in the Recipient’s possession at the time of the disclosure; (ii) is or becomes available to the public other than as a result of any violation of the provisions of this Agreement or otherwise by the Recipient and/or any of its Representatives; (iii) is or becomes available to the Recipient from a person who is not bound or otherwise prohibited by a contractual, or fiduciary obligation to or for the benefit of the Disclosing Party and/or their affiliates or other legal obligation from disclosing the information to the Recipient and/or its Representatives or (iv) is independently developed by the Recipient independently from the information providing by the Disclosing Party.
“Representatives” means, with respect to a person, any partners, shareholders, investors, officers, employees, agents, representatives or advisers as well as any other person whom the such person has designated in any form and its affiliates.
Terms and Conditions
1. As a condition to and in consideration of Confidential Information being furnished to the Recipient, the Recipient hereby acknowledges, agrees and undertakes to the Disclosing Party that:
a. it will not use Confidential Information except for the purpose of evaluating a potential transaction being presented by Flashpoint (the “Purpose”); and
b. it will treat Confidential Information with the utmost confidentiality, in particular but not exclusively, the Recipient shall limit access to Confidential Information to the Representatives as is reasonably required and shall require Representatives to sign non disclosure restrictions, at least as protective as herein. The Recipient shall be liable for the actions or omissions of the Representatives, any of its Affiliates, or their Representatives in relation to the Confidential Information as if they were the actions or omissions of the Recipient; and
c. it will not, and it will procure that none of its Representatives shall, directly or indirectly, communicate, publish, disseminate, or otherwise disclose or make available Confidential Information, in whole or in part, to any person or entity, except that it may disclose the Confidential Information to the extent required by laws and regulations to which the Recipient is subject;
d. it will promptly notify the Disclosing Party if it becomes aware that any Confidential Information has been disclosed to an unauthorized third party and will cooperate in a good faith with the Disclosing Party to reverse any and all negative effects derived from such disclosure;
2. The Recipient acknowledges and agrees that:
a. the Confidential Information will remain the property of the Disclosing Party and its affiliates and its disclosure will not confer on it any rights (including intellectual property rights) in the Confidential Information beyond those contained in these terms and conditions;
b. monetary damages and other remedies at law may be inadequate to protect against a breach of these terms and conditions and the Recipient further agrees that the Disclosing Party shall be entitled to seek, in addition to all other remedies available under contract or law, remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of these terms and conditions without proof of actual damages.
3. These terms and conditions are governed by the laws of England and Wales.