CONFIDENTIALITY AGREEMENT

NOW IT IS HEREBY AGREED AS FOLLOWS:

  1. Definitions
    • “ Purpose” shall mean any discussions and negotiations between or within the parties concerning or in connection with the establishment of a business relationship between the
    • “Confidential Information” shall mean any confidential, commercial, financial, marketing, technical or other information or data whatever nature  (including,  without  limitation, information or soXware ascertainable by the inspection or analysis of samples or concerning the activities, assets, intellectual property rights, products, technology, business organisation, personnel, suppliers or customers of JOA Designs LTD or (Company) or any possible business strategies and plans which may be developed or adopted by JOA Designs LTD or (Company), know- how, trade secrets and other information relating to the business of either party or any other interests of a party or any subsidiaries or associate companies of such party which is disclosed in connection with the Purpose in any form or  medium, whether orally, in writing or in electronic form by a party to the other party or by a third party on behalf of a party to the other party and whether before or aXer the date of this Agreement, together with any copies of such information or data, in any form or medium or any part(s) of such information or data, but shall exclude any part of such disclosed information or data which:
    • Is or becomes public knowledge without breach of this Agreement by the receiving
    • the receiving party can show (a) was in its possession or know to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from  the disclosing party under obligation of confidence, or (b) to have been developed by or for the receiving party at any time independently or any information disclosed to it by the disclosing party; or
    • the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party; or
    • is hereaXer disclosed by the disclosing party to a third party without restriction on disclosure or use; or
    • Is disclosed by the receiving party (a) with the prior written approval of the disclosing party or (b) without such approval, aXer a period of Three years from the date of signature JOA Designs of this agreement.
  1. Handling of confidential information
    • The receiving party shall maintain the other party’s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information which the receiving party warrants as providing adequate protection against unauthorised disclosure, copying or use furthermore the r eceiving party shall not directly contact any named companies or individuals at or associated to the named companies on any documentation in any form or medium, whether orally, in writing or in electronic directly or indir ectly, through a third party or any other means unless written approval is provided by JOA Designs.
  1. Limitations and warranty
    • The receiving party shall (i) not divulge the other party’s Confidential Information, in whole or in part, to any third party, (ii) use the same only for the Purpose, and (iii) make no commercial use of the same or any part thereof without prior written consent of the disclosing  party Notwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law of the other party’s Confidential Information provided that it gives the other party not less than two business days’ notice of such disclosure and takes all reasonable steps to minimise any such disclosure.
    • Each party warrants its right to disclose its Confidential Information to the other party and to authorise the other party to use the same for the
    • Neither party accepts responsibility for or makes any representation or warranty, whether express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information and neither party shall be liable to the other party or any other person in respect of the Confidential Information or its Notwithstanding the foregoing, neither party shall exclude liability for any representation or warranty that is made fraudulently.
  2. Notices 

    3. All notices under this Agreement shall be in writing, sent by telex, facsimile or first class, special or recorded delivery post to the party being served at its address specified above or at such other address or which such party shall have given notice as aforesaid, and marked for the attention of that party’s signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be.

  1. Termination 

    2. This Agreement shall continue in force from the date hereof until terminated by mutual consent or by either party giving to the other not less than one (1) months prior notice. Upon termination, each party shall return all Confidential Information to the other party as soon as possible following termination or shall destroy all such Confidential Information and provide the other party with adequate proof of its destruction. The provisions of Clauses 1, 2 and 3 shall survive any such termination.

  1. Non Assignment

    2. This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.

  1. Miscellaneous
    • Each party shall use the confidential information solely for the purpose and no right or licence is granted to each party to use the other party’s Confidential Information other than as expressly set out in this Agreement and all rights, title and interest, including, without limitation, all intellectual property rights, in and to the Confidential Information shall remain vested in the party disclosing such Confidential
    • Except insofar as this Agreement expressly provides that a third party may in his own right enforce a provision of this Agreement, a person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the.
  2. Governing Law
    3. This Agreement shall be governed by and shall be construed in accordance with, English law and the parties submit to the exclusive jurisdiction of the English courts.

AS WITNESS this Agreement has been signed on behalf of each party by its duly authorised representative as of the day and year first above written